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): June 5, 2007

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.)

160 Pacific Avenue, Suite 222, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (415) 733-4000

Not Applicable

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))

 

 

Item 2.02   Results of Operations and Financial Condition.

     On June 5, 2007, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to the second quarter of fiscal year 2007. 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 May 30, 2007, the Board of Directors of the Company declared a quarterly dividend of $0.12 per share, payable on August 6, 2007 to stockholders of record on July 5, 2007. A copy of the press release announcing the declaration of the dividend is attached as Exhibit 99.2, which is incorporated into this item by reference.

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibits.

99.1		Press Release of ABM Industries Incorporated dated June 5, 2007, announcing financial results related to the second quarter of fiscal year 2007.
99.2		Press Release of ABM Industries Incorporated dated June 5, 2007, announcing the declaration of a dividend.

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.

EXHIBIT INDEX

99.1

Press Release of ABM Industries Incorporated dated June 5, 2007, announcing financial results related to the second quarter of fiscal year 2007.

99.2

Press Release of ABM Industries Incorporated dated June 5, 2007, announcing the declaration of a dividend.

EXHIBIT 99.1

ABM INDUSTRIES ANNOUNCES SECOND QUARTER FISCAL
2007 FINANCIAL RESULTS

Company Achieves Second Quarter Record Net Income of $16.7 Million
Up 60.9% on Sales of $697.9 Million

Company Increases its 2007 Fiscal Year Net Income Guidance

SAN FRANCISCO—June 5, 2007—ABM Industries Incorporated (NYSE:ABM), a leading facility services contractor in the United States, today reported net income for the second quarter of fiscal 2007 of $16.7 million ($0.33 per diluted share), up 60.9%, compared to $10.4 million ($0.21 per diluted share) for the prior year second quarter.

Sales and other income for the second quarter of fiscal 2007 were $697.9 million, up 5.7% from $660.1 million in the second quarter of fiscal 2006.

“We are very pleased with our second quarter financial performance, which was at the high end of our expectations,” commented Henrik Slipsager, ABM’s president and chief executive officer. “Our focus on key strategic initiatives resulted in new business and the expansion of services to existing customers across the country. We experienced an increase in sales across all of our segments and achieved an organic growth rate of 4.6% for the second quarter of 2007. During the quarter, we also purchased the assets of HealthCare Parking Systems of America (HPSA), which provides an important and strategic expansion into the growing healthcare segment of the parking industry.”

Mr. Slipsager continued, “Despite a $7.1 million cash outlay for HPSA, we ended the second quarter with approximately $99 million in cash and cash equivalents, approximately $345 million in working capital and no debt. In addition to our strong financial position, our breadth of services and talented pool of employees are the main drivers for our continued growth and we believe that these aspects of our business have positioned ABM to continue to expand its leadership position in facility services. In addition, in fiscal 2007, we are taking actions to increase operating efficiencies, including the establishment of a Shared Services Center consolidating certain back office functions in Houston, Texas.”

The net income of $16.7 million for second quarter of 2007, which as previously announced, includes a $5.0 million ($3.0 million after-tax) gain from the sale of an airport parking garage lease, partially offset by $1.9 million ($1.2 million after-tax) of additional share-based compensation expense due to the acceleration of price vested employee stock options. The second quarter of 2006 included an additional $2.4 million ($1.5 million after-tax) of professional fees for the Audit Committee’s independent investigation of 2005 accounting at Security Services of America (SSA), a Company subsidiary.

The Company reported net income during the six months ended April 30, 2007 of $25.4 million ($0.51 per diluted share) on sales of $1.4 billion, compared to $14.4 million ($0.29 per diluted share) on sales of $1.3 billion for the same period last year.

Guidance
The Company expects net income for the third quarter to be $0.25 to $0.29 per diluted share. The Company’s net income for the third quarter of 2006 of $0.35 per diluted share included $7.9 million ($4.8 million after-tax or $0.10 per diluted share) of favorable development to the beginning of the period insurance reserves. The Company is increasing its fiscal 2007 guidance of net income to $1.05 to $1.10 per diluted share, which includes a $0.02 per diluted share impact from the increase in shares outstanding as a result of recent exercises of employee stock options and $0.03 per diluted share for certain costs associated with the Company’s implementation of new IT systems.

Conference Call
On Wednesday, June 6, 2007 at 6:00 a.m. (PT), ABM will host a live webcast of remarks by President and Chief Executive Officer Henrik C. Slipsager, and Executive Vice President and Chief Financial Officer George B. Sundby. The webcast will be accessible at http://www.irconnect.com/primecast/07/q2/abm2q2007.html. Listeners are asked to be online at least fifteen 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 three months.

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 800-524-4293 within fifteen minutes before the event. Telephonic replays will be accessible during the period from two hours to seven days after the call by dialing 800-642-1687, and then entering ID #2896077.

About ABM Industries

ABM Industries Incorporated (NYSE:ABM) is among the largest facility services contractors listed on the New York Stock Exchange. With fiscal 2006 revenues in excess of $2.7 billion and more than 75,000 employees, ABM provides janitorial, parking, security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial; Ampco System Parking; ABM Security Services; ABM Facility Services; ABM Engineering; and Amtech Lighting 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 plans and assumptions. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. These risks and uncertainties include, but are not limited to: (1) inadequate technology systems that cannot support the growth of the business; (2) transition to a Shared Services Center could create disruption in functions affected; (3) a change in the frequency or severity of claims against the Company, a deterioration in claims management, the cancellation or non-renewal of the Company’s primary insurance policies or a change in our customers’ insurance needs; (4) a change in estimated claims costs that causes an unanticipated change in insurance reserves; (5) acquisition activity slows or is unsuccessful; (6) labor disputes that lead to a loss of sales or expense variations; (7) a decline in commercial office building occupancy and rental rates lowers sales and profitability; (8) financial difficulties or bankruptcy of a major customer; (9) the loss of long-term customers; (10) intense competition that lowers revenue or reduces margins; (11) an increase in costs that the Company cannot pass on to customers; (12) natural disasters or acts of terrorism that disrupt the Company in providing services; (13) significant accounting and other control costs that reduce the Company’s profitability; and (14) other issues and uncertainties that may include: unanticipated adverse jury determinations, judicial rulings or other developments in litigation to which the Company is subject, new accounting pronouncements or changes in accounting policies, changes in U.S. immigration law that raise the Company’s administration costs, labor shortages that adversely affect the Company’s ability to employ entry level personnel, legislation or other governmental action that detrimentally impacts the Company’s expenses or reduces sales by adversely affecting the Company’s customers, a reduction or revocation of the Company’s line of credit that increases interest expense and the cost of capital, low levels of capital investments by customers, which tend to be cyclical in nature, that adversely impact the results of the Company’s Lighting segment; and the resignation, termination, death or disability of one or more of the Company’s key executives that adversely affects customer retention or day-to-day management of the Company. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K and in other reports it files from time to time with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

ABM Industries Incorporated
George B. Sundby
Executive Vice President and
Chief Financial Officer
(415) 733-4000

Financial Schedules
GAAP Basis
(In thousands, except per share data)

BALANCE SHEET SUMMARY

		April 30,				October 31,
		2007				2006
		(UNAUDITED)
Assets
Cash and cash equivalents		$	98,685			$	134,001
Trade accounts receivable, net			376,160				383,977
Other current assets			136,446				113,763
Total current assets			611,291				631,741
Goodwill, net			253,794				247,888
Other intangible assets, net			25,542				23,881
All other assets			115,552				112,764
Total assets		$	1,006,179			$	1,016,274
Liabilities
Current liabilities		$	266,688			$	319,285
Non-current liabilities			157,688				155,742
Total liabilities			424,376				475,027
Stockholders’ Equity			581,803				541,247
Total liabilities and stockholders’ equity		$	1,006,179			$	1,016,274

SELECTED CASH FLOW INFORMATION (UNAUDITED)

		Three Months Ended April 30,
		2007				2006
Net Cash Provided By Operating Activities		$	7,044			$	14,368
Net Cash Used In Investing Activities		$	(9,354	)		$	(4,704	)
Common stock issued		$	16,293			$	2,610
Stock buyback			—				(13,942	)
Dividends paid			(5,963	)			(5,421	)
Net Cash Provided By (Used In) Financing Activities		$	10,330			$	(16,753	)

		Six Months Ended April 30,
		2007				2006
Net Cash (Used In) Provided by Operating Activities		$	(28,965	)		$	2,452
Net Cash Used In Investing Activities		$	(15,101	)		$	(15,524	)
Common stock issued		$	20,568			$	6,057
Stock buyback			—				(13,942	)
Dividends paid			(11,818	)			(10,830	)
Net Cash Provided By (Used In) Financing Activities		$	8,750			$	(18,715	)

INCOME STATEMENT (UNAUDITED)

		Three Months Ended April 30,								Increase
		2007				2006				(Decrease)
Revenues
Sales and other income		$	697,851			$	660,108				5.7	%
Expenses
Operating expenses and cost of goods sold			619,313				592,322				4.6	%
Selling, general and administrative			51,601				49,530				4.2	%
Amortization of intangible assets			1,331				1,493				(10.9	)%
Interest			109				121				(9.9	)%
Total expenses			672,354				643,466				4.5	%
Income before income taxes			25,497				16,642				53.2	%
Income taxes			8,775				6,250				40.4	%
Net Income		$	16,722			$	10,392				60.9	%
Net Income Per Common Share
Basic		$	0.34			$	0.21				61.9	%
Diluted		$	0.33			$	0.21				57.1	%
Average Common And Common Equivalent Shares
Basic			49,385				49,226				0.3	%
Diluted			50,754				49,812				1.9	%
Dividends Declared Per Common Share		$	0.12			$	0.11				9.1	%

		Six Months Ended April 30,								Increase
		2007				2006				(Decrease)
Revenues
Sales and other income		$	1,401,400			$	1,326,709				5.6	%
Expenses
Operating expenses and cost of goods sold			1,249,418				1,198,498				4.2	%
Selling, general and administrative			110,214				102,423				7.6	%
Amortization of intangible assets			2,671				3,071				(13.0	)%
Interest			242				244				(0.8	)%
Total expenses			1,362,545				1,304,236				4.5	%
Income before income taxes			38,855				22,473				72.9	%
Income taxes			13,429				8,091				66.0	%
Net Income		$	25,426			$	14,382				76.8	%
Net Income Per Common Share
Basic		$	0.52			$	0.29				79.3	%
Diluted		$	0.51			$	0.29				75.9	%
Average Common And Common Equivalent Shares
Basic			49,075				49,205				(0.3	)%
Diluted			50,245				49,949				0.6	%
Dividends Declared Per Common Share		$	0.24			$	0.22				9.1	%

SALES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

		Three Months Ended April 30,								Increase
		2007				2006				(Decrease)
Sales and Other Income
Janitorial		$	399,518			$	382,604				4.4	%
Parking			118,521				106,063				11.7	%
Security			77,549				75,278				3.0	%
Engineering			72,044				68,101				5.8	%
Lighting			28,923				27,248				6.1	%
Corporate			1,296				814				59.2	%
		$	697,851			$	660,108				5.7	%
Operating Profit
Janitorial		$	23,758			$	20,959				13.4	%
Parking			7,967				3,011				164.6	%
Security			(434	)(1)			287				—
Engineering			2,896				3,762				(23.0	)%
Lighting			590				249				136.9	%
Corporate expenses			(9,171	)(2)			(11,505	)			(20.3	)%
Operating Profit			25,606				16,763				52.8	%
Interest expense			(109	)			(121	)			(9.9	)%
Income before income taxes		$	25,497			$	16,642				53.2	%

		Six Months Ended April 30,								Increase
		2007				2006				(Decrease)
Sales and Other Income
Janitorial		$	799,744			$	768,958				4.0	%
Parking			233,327				211,784				10.2	%
Security			158,367				153,574				3.1	%
Engineering			146,822				135,040				8.7	%
Lighting			59,980				56,144				6.8	%
Corporate			3,160				1,209				161.4	%
		$	1,401,400			$	1,326,709				5.6	%
Operating Profit
Janitorial		$	40,600			$	35,655				13.9	%
Parking			11,007				4,650				136.7	%
Security			666	(1)			462				44.2	%
Engineering			5,970				6,950				(14.1	)%
Lighting			1,265				584				116.6	%
Corporate expenses			(20,411	)			(25,584	)			(20.2	)%
Operating Profit			39,097				22,717				72.1	%
Interest expense			(242	)			(244	)			(0.8	)%
Income before income taxes		$	38,855			$	22,473				72.9	%

EXHIBIT 99.2

CONTACT:

ABM Industries Incorporated
George B. Sundby
Executive Vice President and Chief Financial Officer
(415) 733-4000

ABM INDUSTRIES CONTINUES BEST-EVER QUARTERLY DIVIDEND RATE

SAN FRANCISCO — June 5, 2007 — The Board of Directors of ABM Industries Incorporated (NYSE: ABM) has declared an all-time-high third quarter cash dividend of $0.12 per common share payable on August 6, 2007 to stockholders of record on July 5, 2007. This will be ABM’s 165^th consecutive quarterly cash dividend, and is $0.01 (9.1%) above the $0.11 per share quarterly dividend rate declared and paid for the third quarter of 2006.

About ABM Industries

     ABM Industries Incorporated (NYSE:ABM) is among the largest facility services contractors listed on the New York Stock Exchange. With fiscal 2006 revenues in excess of $2.7 billion and more than 75,000 employees, ABM provides janitorial, parking, security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial; Ampco System Parking; ABM Security Services; ABM Facility Services; ABM Engineering; and Amtech Lighting Services.

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