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 4, 2009

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))

 

 

Item 2.02. Results of Operations and Financial Condition.

On June 4, 2009, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to the second quarter of fiscal year 2009. 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 June 4, 2009, the Company announced that the Board of Directors of the Company declared a quarterly dividend of $0.13 per share, payable on August 3, 2009 to stockholders of record on July 2, 2009. 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 webcast on June 5, 2009 relating to the Company’s financial results for the second quarter of fiscal year 2009. A copy of the slides to be presented at the Company’s webcast and discussed in the conference call relating to such financial results will be available at the Company’s website at www.abm.com, and can be accessed through the Investor Relations portion of the website.

Item 9.01. Financial Statements and Exhibits.

(c)		Exhibits.
99.1		Press Release issued by ABM Industries Incorporated, dated June 4, 2009, announcing financial results related to the second quarter of fiscal year 2009 and the declaration of a dividend payable August 3, 2009 to stockholders of record on July 2, 2009.

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 issued by ABM Industries Incorporated, dated June 4, 2009, announcing financial results related the second quarter of fiscal year 2009 and the declaration of a dividend.

Exhibit 99.1

		551 Fifth Avenue Suite 300
		New York, NY 10176

PRESS RELEASE

Contact:
Investors & Analysts:		David Farwell		Media:		Tony Mitchell
		(415) 733-4040				(212) 297-9828
		dfarwell@abm.com				tony.mitchell@abm.com

Company Reports Double Digit Increases in Net Income and Adjusted EBITDA, Despite Modest
Revenue Decline

Well Positioned for U.S. Economic Recovery

Declares 173^rd Consecutive Quarterly Dividend

NEW YORK, NY — June 4, 2009 — ABM Industries Incorporated (NYSE:ABM) today reported revenues for the second quarter of fiscal year 2009 of $855.7 million compared to second quarter fiscal year 2008 revenues of $906.3 million. Net income for the second quarter of fiscal year 2009 was $12.8 million, a 15.4% increase over $11.1 million in the year-ago quarter. Net income for the second quarter of fiscal year 2008 included a $7.2 million benefit ($4.4 million after-tax) from the reduction in self-insurance reserves related to prior years, partially offset by a $4.5 million ($4.0 million after-tax) goodwill impairment charge associated with the Company’s former Lighting segment. Earnings per diluted share for the second quarter of fiscal year 2009 increased 13.6% to $0.25 compared to second quarter of fiscal year 2008 earnings per diluted share of $0.22.

Income from continuing operations for the second quarter of fiscal year 2009 was $13.0 million ($0.25 per diluted share) compared to $15.3 million ($0.30 per diluted share) in the second quarter of fiscal year 2008. As noted above, the year-over-year comparison reflects a $7.2 million benefit ($4.4 million after-tax) in the second quarter of fiscal year 2008 resulting from the reduction in self-insurance reserves relating to prior years. Adjusted income from continuing operations, which excludes items affecting comparability, increased to $16.3 million, or $0.32 per diluted share, for the second quarter of fiscal year 2009 compared to $14.0 million, or $0.27 per diluted share, in the second quarter of fiscal year 2008. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

The Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability) for the second quarter of fiscal year 2009 was $36.1 million compared to $32.7 million in the year-ago quarter. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

“Our growth in net income and adjusted EBITDA reflects the focused actions we have taken to contain costs, preserve cash and maintain or increase operating margins,” said Henrik Slipsager, president and chief executive officer of ABM Industries Incorporated. “We are proactively working with our clients to help them meet their cost pressures and, at the same time, aggressively managing our own bottom line and credit risk by scaling back or eliminating less profitable contracts. While these measures contributed to modestly lower revenues, we are improving our profit margins and serving a healthier, stronger client base. We also are generating strong operating cash flow and effectively managing our working capital across the business. These actions should continue to leave us well positioned when the U.S. economy rebounds.”

The Company reported net income for the six months ended April 30, 2009 of $27.0 million, an increase of 54.8% compared to $17.4 million for the first six months of fiscal year 2008. Earnings per diluted share for the first six months of fiscal year 2009 increased 52.9% to $0.52 per diluted share compared to $0.34 per diluted share in the first half of fiscal year 2008. Income from continuing operations for the first six months of fiscal year 2009 increased to $27.8 million, or $0.54 per diluted share, compared to $21.6 million, or $0.42 per diluted share, for the first six months of fiscal year 2008. Adjusted income from continuing operations for the first half of fiscal year 2009 was $29.4 million, or $0.57 per diluted share, compared to $22.0 million, or $0.43 per diluted share, for the first six months of fiscal year 2008. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

Key financial information for the second quarter and first six months of fiscal years 2009 and 2008 is presented below.

		Three Months Ended												Six Months Ended
		April 30,								Increase				April 30,								Increase
(in millions)		2009				2008				(Decrease)				2009				2008				(Decrease)
Revenues		$	855.7			$	906.3				(5.6	)%		$	1,743.2			$	1,794.1				(2.8	)%
Income from continuing operations			13.0				15.3				(14.7	)%			27.8				21.6				28.9	%
Adjusted income from continuing operations			16.3				14.0				16.4	%			29.4				22.0				33.6	%
Loss from discontinued operations			(0.3	)			(4.2	)			93.6	%			(0.8	)			(4.1	)			80.4	%
Adjusted EBITDA			36.1				32.7				10.4	%			66.4				56.5				17.5	%
Net Income			12.8				11.1				15.4	%			27.0				17.4				54.8	%
Net cash provided by operating activities		$	41.1			$	46.1				(10.8	)%		$	67.2			$	21.1				217.9	%

The Company also announced that the Board of Directors has declared a third quarter cash dividend of $0.13 per common share payable on August 3, 2009 to stockholders of record on July 2, 2009. This will be ABM’s 173^rd consecutive quarterly cash dividend.

Guidance

The Company is reaffirming its guidance for fiscal year 2009. The Company estimates that full fiscal year 2009 income from continuing operations per diluted share will be in the range of $1.10 to $1.20 and adjusted income from continuing operations per diluted share, for the same period, will be in the range of $1.25 to $1.35. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)

Conference Call

On Friday, June 5, 2009 at 9:00 a.m. (EDT), 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 James S. Lusk. The webcast will be accessible at: http://investor.abm.com/eventdetail.cfm?eventid=69087

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 877-852-6580 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 #3741426.

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 among the leading providers of facility services in the United States. With fiscal 2008 revenues in excess of $3.6 billion and more than 105,000 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 April 30, 2009. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. These factors include but are not limited to: (1) a slowdown in the Company’s acquisition activity, diversion of management focus from operations as a result of acquisitions or failure to timely realize anticipated cost savings and synergies from acquisitions; (2) further declines in commercial office building

occupancy and rental rates relating to a deepening of the current recession; (3) the inability to attract or grow revenues from new customers or loss of customers or financial difficulties or bankruptcy of a major customer or multiple customers; (4) the inability of customers to access the credit markets impacting the Company’s ability to collect receivables; (5) intense competition that lowers revenue or reduces margins; (6) an increase in costs that the Company cannot pass on to customers; (7) functional delays and resource constraints related to the Company’s transition to new information technology systems, the support of multiple concurrent projects relating to these systems and delays in completing such projects; (8) unanticipated costs or service disruptions associated with the transition of certain IT services from IBM to third-party vendors or associated with providing those services internally; (9) disruption in functions affected by the transition to Shared Services Centers; (10) the inability to collect accounts receivable retained by the Company in connection with the sale of its lighting business; (11) changes in estimated claims or in the frequency or severity of claims against the Company, deterioration in claims management, cancellation or non-renewal of the Company’s primary insurance policies or changes in the Company’s customers’ insurance needs; (12) increase in debt service requirements; (13) labor disputes leading to a loss of sales or expense variations; (14) natural disasters or acts of terrorism that disrupt the Company in providing services; (15) events or circumstances that may result in impairment of goodwill recognized on the OneSource or other acquisitions; (16) significant accounting and other control costs that reduce the Company’s profitability; and (17) the unfavorable outcome in one or more of the several class and representative action lawsuits alleging various wage and hour claims or in other litigation. Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K/A for the year ended October 31, 2008 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.

Use of Non-GAAP Financial Information

To supplement ABM’s consolidated financial information, the Company has presented income from continuing operations for the second quarter and first six months of fiscal years 2009 and 2008 and guidance for fiscal year 2009, 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 second quarter and first six months of fiscal years 2009 and 2008. 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 BALANCE SHEET INFORMATION (UNAUDITED)

		April 30,				October 31,
		2009				2008
Assets
Cash and cash equivalents		$	—			$	710
Trade accounts receivable, net			467,636				473,263
Prepaid income taxes			15,858				7,097
Current assets of discontinued operations			16,363				34,508
Prepaid expenses and other			57,659				57,011
Deferred income taxes, net			49,608				57,463
Insurance recoverables			4,817				5,017
Total current assets			611,941				635,069
Non-current assets of discontinued operations			7,397				11,205
Insurance deposits			42,537				42,506
Other investments and long-term receivables			5,135				4,470
Deferred income taxes, net			81,681				88,704
Insurance recoverables			66,700				66,600
Other assets			31,496				23,310
Investments in auction rate securities			19,512				19,031
Property, plant and equipment, net			59,632				61,067
Other intangible assets, net			56,772				62,179
Goodwill			538,376				535,772
Total assets		$	1,521,179			$	1,549,913
Liabilities
Trade accounts payable		$	63,911			$	70,034
Accrued liabilities
Compensation			98,662				88,951
Taxes — other than income			25,856				20,270
Insurance claims			74,692				84,272
Other			74,029				85,455
Income taxes payable			2,165				2,025
Current liabilities of discontinued operations			12,334				10,082
Total current liabilities			351,649				361,089
Income taxes payable			16,488				15,793
Line of credit			182,000				230,000
Retirement plans and other			37,422				37,095
Insurance claims			269,901				261,885
Total liabilities			857,460				905,862
Stockholders’ Equity			663,719				644,051
Total liabilities and stockholders’ equity		$	1,521,179			$	1,549,913

CONDENSED CONSOLIDATED CASH FLOW INFORMATION (UNAUDITED)

		Three Months Ended April 30,
		2009				2008
Net cash provided by continuing operating activities			30,881				40,642
Net cash provided by discontinued operating activities			10,242				5,437
Net cash provided by operating activities		$	41,123			$	46,079
Net cash used in continuing investing activities			(2,465	)			(17,354	)
Net cash used in discontinued investing activities			—				(6	)
Net cash used in investing activities		$	(2,465	)		$	(17,360	)
Proceeds from exercises of stock options (including income tax benefit)			1,053				6,264
Dividends paid			(6,673	)			(6,311	)
Borrowings from line of credit			170,000				136,000
Repayment of borrowings from line of credit			(215,000	)			(150,500	)
Net cash used in financing activities		$	(50,620	)		$	(14,547	)
		Six Months Ended April 30,
		2009				2008
Net cash provided by continuing operating activities			44,341				17,581
Net cash provided by discontinued operating activities			22,861				3,557
Net cash provided by operating activities		$	67,202			$	21,138
Net cash used in continuing investing activities			(8,114	)			(436,627	)
Net cash used in discontinued investing activities			—				(15	)
Net cash used in investing activities		$	(8,114	)		$	(436,642	)
Proceeds from exercises of stock options (including income tax benefit)			1,516				7,788
Dividends paid			(13,314	)			(12,571	)
Borrowings from line of credit			343,000				522,500
Repayment of borrowings from line of credit			(391,000	)			(221,000	)
Net cash (used in) provided by financing activities		$	(59,798	)		$	296,717

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

		Three Months Ended April 30,								Increase
		2009				2008				(Decrease)
Revenues		$	855,711			$	906,349				(5.6	)%
Expenses
Operating			766,148				806,150				(5.0	)%
Selling, general and administrative			64,265				68,936				(6.8	)%
Amortization of intangible assets			2,680				2,544				5.3	%
Total expenses			833,093				877,630				(5.1	)%
Operating profit			22,618				28,719				(21.2	)%
Interest expense			1,313				3,980				(67.0	)%
Income from continuing operations before income taxes			21,305				24,739				(13.9	)%
Provision for income taxes			8,256				9,437				(12.5	)%
Income from continuing operations			13,049				15,302				(14.7	)%
Loss from discontinued operations			(272	)			(4,230	)			—
Net Income		$	12,777			$	11,072				15.4	%
Net Income Per Common Share — Basic
Income from continuing operations		$	0.25			$	0.30				(16.7	)%
Loss from discontinued operations			0.00				(0.08	)			—
		$	0.25			$	0.22				13.6	%
Net Income Per Common Share — Diluted
Income from continuing operations		$	0.25			$	0.30				(16.7	)%
Loss from discontinued operations			0.00				(0.08	)			—
		$	0.25			$	0.22				13.6	%
Average Common And Common Equivalent Shares
Basic			51,301				50,424
Diluted			51,553				51,299
Dividends Declared Per Common Share		$	0.130			$	0.125

CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)

		Six Months Ended April 30,								Increase
		2009				2008				(Decrease)
Revenues		$	1,743,183			$	1,794,141				(2.8	)%
Expenses
Operating			1,553,416				1,610,103				(3.5	)%
Selling, general and administrative			135,652				135,378				0.2	%
Amortization of intangible assets			5,503				4,925				11.7	%
Total expenses			1,694,571				1,750,406				(3.2	)%
Operating profit			48,612				43,735				11.2	%
Interest expense			2,981				8,590				(65.3	)%
Income from continuing operations before income taxes			45,631				35,145				29.8	%
Provision for income taxes			17,827				13,576				31.3	%
Income from continuing operations			27,804				21,569				28.9	%
Loss from discontinued operations			(810	)			(4,133	)			—
Net Income		$	26,994			$	17,436				54.8	%
Net Income Per Common Share — Basic
Income from continuing operations		$	0.54			$	0.43				25.6	%
Loss from discontinued operations			(0.01	)			(0.08	)			—
		$	0.53			$	0.35				51.4	%
Net Income Per Common Share — Diluted
Income from continuing operations		$	0.54			$	0.42				28.6	%
Loss from discontinued operations			(0.02	)			(0.08	)			—
		$	0.52			$	0.34				52.9	%
Average Common And Common Equivalent Shares
Basic			51,206				50,268
Diluted			51,511				51,105
Dividends Declared Per Common Share		$	0.260			$	0.250

REVENUES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)

		Three Months Ended April 30,								Increase
		2009				2008				(Decrease)
Revenues
Janitorial		$	589,344			$	625,542				(5.8	)%
Parking			113,347				118,522				(4.4	)%
Security			82,403				82,285				0.1	%
Engineering			70,194				79,346				(11.5	)%
Corporate			423				654				(35.3	)%
		$	855,711			$	906,349				(5.6	)%
Operating Profit
Janitorial		$	34,894			$	29,844				16.9	%
Parking			4,859				4,364				11.3	%
Security			1,397				1,473				(5.2	)%
Engineering			4,038				4,286				(5.8	)%
Corporate			(22,570	)			(11,248	)			100.7	%
Operating profit			22,618				28,719				(21.2	)%
Interest expense			1,313				3,980				(67.0	)%
Income from continuing operations before income taxes		$	21,305			$	24,739				(13.9	)%
		Six Months Ended April 30,								Increase
		2009				2008				(Decrease)
Revenues
Janitorial		$	1,197,764			$	1,231,587				(2.7	)%
Parking			229,016				236,533				(3.2	)%
Security			167,986				163,226				2.9	%
Engineering			147,410				161,161				(8.5	)%
Corporate			1,007				1,634				(38.4	)%
		$	1,743,183			$	1,794,141				(2.8	)%
Operating Profit
Janitorial		$	67,205			$	50,786				32.3	%
Parking			9,001				8,253				9.1	%
Security			3,191				2,865				11.4	%
Engineering			8,704				7,812				11.4	%
Corporate			(39,489	)			(25,981	)			52.0	%
Operating profit			48,612				43,735				11.2	%
Interest expense			2,981				8,590				(65.3	)%
Income from continuing operations before income taxes		$	45,631			$	35,145				29.8	%

ABM Industries Incorporated
Reconciliations of Non-GAAP Financial Measures
(Unaudited)

(in millions, except per share data)

		Three Months Ended April 30,								Six Months Ended April 30,
		2009				2008				2009				2008
Reconciliation of Adjusted Income from Continuing Operations to Income from Continuing Operations
Adjusted Income from Continuing Operations		$	16.3			$	14.0			$	29.4			$	22.0
Items Impacting Comparability
Corporate Initiatives (a)			(5.5	)			(5.0	)			(12.2	)			(7.8	)
Third-Party Administrator Legal Settlement			—				—				9.6				—
Insurance Adjustments			—				7.2				—				7.2
Total Items Impacting Comparability			(5.5	)			2.2				(2.6	)			(0.6	)
Income Taxes (Expense) Benefit			2.2				(0.9	)			1.0				0.2
Items Impacting Comparability, net of taxes			(3.3	)			1.3				(1.6	)			(0.4	)
Income from Continuing Operations		$	13.0			$	15.3			$	27.8			$	21.6
Reconciliation of Adjusted EBITDA to Net Income
Adjusted EBITDA		$	36.1			$	32.7			$	66.4			$	56.5
Total Items Impacting Comparability			(5.5	)			2.2				(2.6	)			(0.6	)
Discontinued Operations			(0.3	)			(4.2	)			(0.8	)			(4.1	)
Income Tax			(8.3	)			(9.4	)			(17.8	)			(13.6	)
Interest Expense			(1.3	)			(4.0	)			(3.0	)			(8.6	)
Depreciation and Amortization			(7.9	)			(6.2	)			(15.2	)			(12.2	)
Net Income		$	12.8			$	11.1			$	27.0			$	17.4
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		$	0.32			$	0.27			$	0.57			$	0.43
Items Impacting Comparability, net of taxes			(0.07	)			0.03				(0.03	)			(0.01	)
Income from Continuing Operations per Diluted Share		$	0.25			$	0.30			$	0.54			$	0.42
Diluted Shares			51.6				51.3				51.5				51.1

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, 2009

		Year Ending October 31, 2009
		Low Estimate				High Estimate
		(per diluted share)
Adjusted Income from Continuing Operations per Diluted Share		$	1.25			$	1.35
Adjustments to Income from Continuing Operations (a)			(0.15	)			(0.15	)
Income from Continuing Operations per Diluted Share		$	1.10			$	1.20