1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10 Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JANUARY 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________. Commission file Number 1-8929 ABM INDUSTRIES INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) <TABLE> <S> <C> DELAWARE 94-1369354 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) </TABLE> 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Number of shares of Common Stock outstanding as of March 9, 2001: 23,756,209.
2 ABM INDUSTRIES INCORPORATED FORM 10-Q FOR THE THREE MONTHS ENDED JANUARY 31, 2001 TABLE OF CONTENTS <TABLE> <CAPTION> PART I FINANCIAL INFORMATION PAGE - ------ ---- <S> <C> Item 1 Condensed Consolidated Financial Statements.........................................................2 Notes to the Condensed Consolidated Financial Statements............................................................................7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations...............................................................9 Item 3 Qualitative and Quantitative Disclosures About Market Risk................................................................................15 PART II OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K...................................................................15 </TABLE> 1
3 PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) <TABLE> <CAPTION> - -------------------------------------------------------------------------------- OCTOBER 31, JANUARY 31, 2000 2001 - -------------------------------------------------------------------------------- <S> <C> <C> ASSETS: CURRENT ASSETS: Cash and cash equivalents $ 2,000 $ 1,988 Accounts receivable, net 360,180 355,824 Inventories 25,513 26,562 Deferred income taxes 17,531 18,106 Prepaid expenses and other current assets 31,595 32,259 - -------------------------------------------------------------------------------- Total current assets 436,819 434,739 - -------------------------------------------------------------------------------- INVESTMENTS AND LONG-TERM RECEIVABLES 13,920 14,449 PROPERTY, PLANT AND EQUIPMENT, AT COST: Land and buildings 5,212 5,222 Transportation equipment 13,127 13,379 Machinery and other equipment 73,056 75,493 Leasehold improvements 15,092 15,554 - -------------------------------------------------------------------------------- 106,487 109,648 Less accumulated depreciation and amortization (65,753) (69,121) - -------------------------------------------------------------------------------- Property, plant and equipment, net 40,734 40,527 - -------------------------------------------------------------------------------- INTANGIBLE ASSETS -- NET 110,097 109,634 DEFERRED INCOME TAXES 32,537 31,647 OTHER ASSETS 7,878 7,241 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total assets $ 641,985 $ 638,237 ================================================================================ </TABLE> (Continued) 2
4 ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) <TABLE> <CAPTION> - -------------------------------------------------------------------------------- OCTOBER 31, JANUARY 31, 2000 2001 - -------------------------------------------------------------------------------- <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Current portion of long-term debt $ 865 $ 842 Bank overdraft 15,952 2,894 Trade accounts payable 45,312 41,934 Income taxes payable 8,083 11,633 Accrued Liabilities: Compensation 54,901 49,704 Taxes -- other than income 18,195 20,320 Insurance claims 43,361 42,598 Other 25,951 29,129 - -------------------------------------------------------------------------------- Total current liabilities 212,620 199,054 Long-Term Debt (less current portion) 36,811 35,811 Retirement plans 22,386 22,688 Insurance claims 47,459 46,633 - -------------------------------------------------------------------------------- Total liabilities 319,276 304,186 - -------------------------------------------------------------------------------- SERIES B 8% SENIOR REDEEMABLE CUMULATIVE PREFERRED STOCK 6,400 6,400 STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value, 500,000 -- -- shares authorized; none issued Common stock, $.01 par value, 100,000,000 shares authorized; 22,999,000 and 23,379,000 shares issued and outstanding at October 31, 2000 and January 31, 2001, respectively 230 234 Additional capital 102,902 109,806 Accumulated other comprehensive income (653) (653) Retained earnings 213,830 218,264 - -------------------------------------------------------------------------------- Total stockholders' equity 316,309 327,651 - -------------------------------------------------------------------------------- $ 641,985 $ 638,237 ================================================================================ </TABLE> The accompanying notes are an integral part of the condensed consolidated financial statements. 3
5 ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED JANUARY 31, 2000 AND 2001 (In thousands except per share amounts) <TABLE> <CAPTION> - -------------------------------------------------------------------------------- 2000 2001 - -------------------------------------------------------------------------------- <S> <C> <C> REVENUES AND OTHER INCOME $428,581 $470,419 - -------------------------------------------------------------------------------- EXPENSES: Operating expenses and cost of goods sold 375,698 413,081 Selling, general and administrative 39,485 42,647 Interest 641 913 - -------------------------------------------------------------------------------- Total expenses 415,824 456,641 - -------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 12,757 13,778 INCOME TAXES 5,230 5,374 - -------------------------------------------------------------------------------- NET INCOME $ 7,527 $ 8,404 ================================================================================ NET INCOME PER COMMON SHARE Basic $ 0.33 $ 0.36 Diluted $ 0.32 $ 0.34 AVERAGE NUMBER OF SHARES OUTSTANDING Basic 22,261 23,142 Diluted 23,209 24,458 DIVIDENDS PER COMMON SHARE $ 0.155 $ 0.165 </TABLE> The accompanying notes are an integral part of the condensed consolidated financial statements. 4
6 ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JANUARY 31, 2000 AND 2001 (In thousands) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------- 2000 2001 - ------------------------------------------------------------------------------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $ 428,887 $ 473,491 Other operating cash receipts 604 747 Interest received 148 135 Cash paid to suppliers and employees (413,109) (454,619) Interest paid (666) (870) Income taxes paid (268) (1,508) - ------------------------------------------------------------------------------------- Net cash provided by operating activities 15,596 17,376 - ------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (3,546) (3,478) Proceeds from sale of assets 249 253 Increase in investments and long-term receivable (778) (529) Intangible assets acquired (3,446) (824) - ------------------------------------------------------------------------------------- Net cash used in investing activities (7,521) (4,578) - ------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Common stock issued, including tax benefit 3,872 5,242 Common stock repurchased (8,390) 0 Dividends paid (3,586) (3,971) Decrease in cash overdraft (644) (13,058) Long-term borrowings 35,000 27,000 Repayments of long-term borrowings (34,268) (28,023) - ------------------------------------------------------------------------------------- Net cash used in financing activities (8,016) (12,810) - ------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 59 (12) CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 2,139 2,000 ===================================================================================== CASH AND CASH EQUIVALENTS END OF PERIOD $ 2,198 $ 1,988 ===================================================================================== </TABLE> (Continued) 5
7 ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JANUARY 31, 2000 AND 2001 (In thousands) <TABLE> <CAPTION> - ------------------------------------------------------------------------------ 2000 2001 - ------------------------------------------------------------------------------ <S> <C> <C> RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 7,527 $ 8,404 Adjustments: Depreciation 2,837 3,475 Amortization 2,701 2,953 Provision for bad debts 682 866 Gain on sale of assets (90) (43) (Increase) decrease in deferred income taxes (1,892) 316 Decrease in accounts receivable 1,148 3,490 Increase in inventories (1,928) (1,049) Increase in prepaid expenses and other current assets (3,568) (664) Decrease in other assets 887 637 Increase in income taxes payable 6,854 3,550 Increase in retirement plans accrual 1,080 302 Increase (decrease) in insurance claims liability 531 (1,589) Decrease in trade accounts payable and other accrued liabilities (1,173) (3,272) - ------------------------------------------------------------------------------ Total adjustments to net income 8,069 8,972 - ------------------------------------------------------------------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES $ 15,596 $ 17,376 ============================================================================== SUPPLEMENTAL DATA: Non-cash investing activities: Common stock issued for net assets of business acquired $ 1,581 $ 1,666 ============================================================================== </TABLE> The accompanying notes are an integral part of the condensed consolidated financial statements. 6
8 ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments which are necessary to present fairly ABM Industries Incorporated (the Company) financial position as of January 31, 2001, and the results of operations and cash flows for the three months then ended. These adjustments are of a normal, recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Form 10-K filed for the fiscal year ended October 31, 2000, with the Securities and Exchange Commission. 2. NET INCOME PER COMMON SHARE The Company has reported its earnings in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share. Basic net income per common share, after the reduction for preferred stock dividends, is based on the weighted average number of shares actually outstanding during the period. Diluted net income per common share, after the reduction for preferred stock dividends, is based on the weighted average number of shares outstanding during the period, including dilutive securities equivalents. <TABLE> <CAPTION> THREE MONTHS ENDED JANUARY 31, ------------------------------- 2000 2001 ------------ ------------ <S> <C> <C> Net Income $ 7,527,000 $ 8,404,000 Preferred Stock Dividends (128,000) (128,000) ------------ ------------ $ 7,399,000 $ 8,276,000 ============ ============ Common shares outstanding -- basic 22,261,000 23,142,000 Effect of dilutive securities: Stock options 825,000 1,256,000 Other 123,000 60,000 ------------ ------------ Common shares outstanding -- diluted 23,209,000 24,458,000 ============ ============ </TABLE> 7
9 For purposes of computing diluted net income per common share, weighted average common share equivalents do not include stock options with an exercise price that exceeds the average fair market value of the Company's common stock for the period. For the three months ended January 31, 2001, options to purchase approximately 887,000 shares of common stock at an average price of $32.61 were excluded from the computation. For the three months ended January 31, 2000, options to purchase approximately 1,237,000 shares of common stock at an average price of $30.97 were excluded from the computation. 3. COMPREHENSIVE INCOME Other comprehensive income at October 31, 2000 and January 31, 2001 consists of foreign currency translation adjustments. Comprehensive income for the three-month period ended January 31, 2001 approximated net income. 4. SEGMENT INFORMATION The Company's operations are grouped into nine industry segments or divisions as defined under Statement of Financial Accounting Standards (SFAS) No. 131. The results of operations from the Company's five operating divisions that are reportable under SFAS No. 131 for the three months ended January 31, 2001, as compared to the three months ended January 31, 2000, are more fully described below. Included in all other divisions are ABM Service Network, American Commercial Security Services, CommAir Mechanical Services, and Easterday Janitorial Supply Company. 8
10 <TABLE> <CAPTION> THREE MONTHS ENDED JANUARY 31, ------------------------------ 2000 2001 --------- --------- (in thousands) <S> <C> <C> Revenues: ABM Janitorial Services $ 250,970 $ 276,951 Ampco System Parking 39,876 42,862 ABM Engineering Services 39,133 42,774 Amtech Lighting Services 26,841 31,527 Amtech Elevator Services 25,492 28,389 All Other Divisions 46,181 47,802 Corporate 88 114 --------- --------- Total Revenues $ 428,581 $ 470,419 ========= ========= Operating Profit: ABM Janitorial Services $ 10,628 $ 11,828 Ampco System Parking 1,700 1,346 ABM Engineering Services 1,887 2,288 Amtech Lighting Services 1,623 2,069 Amtech Elevator Services 1,136 1,265 All Other Divisions 862 1,377 Corporate (4,438) (5,482) --------- --------- Total Operating Profit $ 13,398 $ 14,691 ========= ========= </TABLE> ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION Funds provided from operations and bank borrowings have historically been the sources for meeting working capital requirements, financing capital expenditures and acquisitions, and paying cash dividends. Management believes that funds from these sources will remain available and adequately serve the Company's liquidity needs. The Company has an unsecured revolving credit agreement with a syndicate of U.S. banks that provides a $150 million line of credit expiring July 1, 2002. At the Company's option, the credit facility provides interest at the prime rate or IBOR+.35%. As of January 31, 2001, the total amount outstanding was approximately $105 million, which was comprised of loans in the amount of $34 million and standby letters of credit of $71 million. This agreement requires the Company to meet certain financial ratios, places some limitations on outside borrowing and prohibits declaring or paying cash dividends exceeding 50% of the Company's net income for any 9
11 fiscal year. In addition, the Company has a loan agreement with a major U.S. bank with a balance of $2.6 million at January 31, 2001. This loan bears interest at a fixed rate of 6.78% with annual payments of principal, in varying amounts, and interest due each February 15 through 2003. The Company's effective interest rate for all long-term debt borrowings for the three months ended January 31, 2001 was 7.6%. At January 31, 2001, working capital was $235.7 million, as compared to $224.2 million at October 31, 2000. During the three months ended January 31, 2001, net cash provided by operating activities amounted to $17.4 million, compared to $15.6 million in the same period of 2000. Net cash used in investing activities of $4.6 million in the three months ended January 31, 2001, was less than the $7.5 million used in the same period of the prior year reflecting reduced acquisition payments in the first quarter of 2001, whereas net cash used in financing activities of $12.8 million in the first quarter of 2001 was greater than the $8.0 million used in the first quarter of the prior year. ENVIRONMENTAL MATTERS The nature of the Company's operations, primarily services, would not ordinarily involve it in environmental contamination. However, the Company's operations are subject to various federal, state and/or local laws regulating the discharge of materials into the environment or otherwise relating to the protection of the environment, such as discharge into soil, water and air, and the generation, handling, storage, transportation and disposal of waste and hazardous substances. These laws generally have the effect of increasing costs and potential liabilities associated with the conduct of the Company's operations, although historically they have not had a material adverse effect on the Company's financial position, cash flows or its results of operations. The Company is currently involved in three proceedings relating to environmental matters: one involving alleged potential soil and groundwater contamination at a Company facility in Florida; one involving alleged potential soil contamination at a former Company facility in Arizona; and one involving alleged potential soil and groundwater contamination at a former dry-cleaning facility leased by the Company in Nevada. While it is difficult to predict the ultimate outcome of these matters, based on information currently available, management 10
12 believes that none of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company's financial position, cash flows, or its results of operations. ACQUISITIONS The operating results of businesses acquired have been included in the accompanying condensed consolidated financial statements from their respective dates of acquisition. Effective February 1, 2001, the Company acquired the operations and selected assets of Arcade Cleaning L.P., a janitorial services company, with customers located in the Northeast and Midwest regions. The terms included a cash downpayment made at closing plus annual contingent payments based on operating profits to be made over five years. This acquisition was accounted for under the purchase method of accounting. RESULTS OF OPERATIONS The following discussion should be read in conjunction with the condensed consolidated financial statements of the Company. All information in the discussion and references to the years and quarters are based on the Company's fiscal year and first quarter which end on October 31 and January 31, respectively. THREE MONTHS ENDED JANUARY 31, 2001 VS. THREE MONTHS ENDED JANUARY 31, 2000 The Company reported record first quarter revenues and earnings for the three months ended January 31, 2001. Revenues and other income (hereafter called revenues) for the first quarter of 2001 were $470 million compared to $429 million for the first quarter of 2000. The increase in revenues was due to new business and price increases particularly in the Janitorial Division, which contributed nearly $26 million or 62% of the total increase. For the quarter ended January 31, 2001, revenues from acquisitions made during the prior fiscal year were approximately $6 million, or approximately 15% of the total revenue increase of $42 million. As a percentage of revenues, operating expenses and cost of goods sold were 87.8% for the first quarter of 2001, compared to 87.7% for the first quarter of 2000. Consequently, as a 11
13 percentage of revenues, the Company's gross profit (revenue minus operating expenses and cost of goods sold) of 12.2% in the first quarter of 2001 was slightly lower than the gross profit of 12.3% for the first quarter of 2000. The decrease in the gross profit margin was due primarily to increased labor related and insurance expense and decreased profits at Ampco System Parking. Selling, general and administrative expenses for the first quarter of 2001 were $42.6 million compared to $39.5 million for the corresponding three months of 2000. The absolute increase in selling, general and administrative expenses of $3.1 million for the three months ended January 31, 2001, compared to the same period in 2000, is primarily due to salaries and expenses associated with acquisitions including amortization of goodwill, and costs associated with the implementation of a new accounting system. These cost increases were offset by decreased profit sharing expense in the first quarter of 2001. As a percentage of revenues, selling, general and administrative expenses decreased slightly to 9.1% for the three months ended January 31, 2001, from 9.2% for the same period in 2000. Interest expense was $913,000 for the first quarter of 2001 compared to $641,000 for the same period in 2000, an increase of $272,000. This increase was primarily due to higher weighted average borrowings during the first quarter of 2001. The pre-tax income for the first quarter of 2001 was $13.8 million compared to $12.8 million in the same quarter of 2000, an increase of 8%. The estimated effective income tax rate for the first quarter of 2001 was 39% compared to 41% for the first quarter of 2000. The lower tax rate was mostly due to a significant increase in estimated federal tax credits and slightly lower effective state income tax rates. Net income for the first quarter of 2001 was $8.4 million, an increase of 12% from the net income of $7.5 million for the first quarter of 2000. Diluted net income per common share rose 6% to 34 cents for the first quarter of 2001 compared to 32 cents for the same period in 2000. The net income per share calculation for the first quarter of 2001 includes an increase in actual and equivalent shares outstanding. 12
14 SEGMENT INFORMATION Revenues for ABM Janitorial Services (also known as American Building Maintenance) increased by 10.4% during the first quarter of 2001 as compared to the same quarter of 2000 as a result of increased business nationwide and, to a lesser extent, the acquisition of Allied Maintenance Services, Inc. in Hawaii on March 1, 2000. This Division's operating profits increased 11.3% during the first quarter of 2001 when compared to the same period last year. The increase in operating profits is higher than the increase in revenues primarily because of slightly lower selling, general and administrative costs as a percentage of sales. Ampco System Parking (also known as Ampco System Airport Parking and Ampco Express Airport Parking) revenues increased by 7.5% while its operating profits decreased 20.8% during the first quarter of 2001 compared to the first quarter of 2000. The increase in revenues was primarily due to newly acquired parking contracts in California and Seattle, Washington, along with revenue growth of its off-airport parking operations. The decrease in operating profits resulted from substantially higher insurance charges in the State of California and increased costs in the airport operations, as well as start-up costs associated with several new contracts. ABM Engineering Services' revenues increased by 9.3% while its operating profits increased 21.3% for the first quarter of 2001 compared to the same period in 2000. The higher revenues reflect new business in Northern and Southern California offset by decreases in the Midwest. The increase in operating profits is due to improved margins on its new and existing business. Amtech Lighting Services (also known as Sica Lighting & Electrical Services in the Northeast) reported a 17.5% revenue increase and a 27.5% operating profits increase during the first quarter of 2001 compared to the same quarter of the prior year. The increase in revenues was primarily due to increased business in its Northeast, Southwest and Texas regions. The acquisition in Alabama on January 1, 2000, contributed to the Southeast growth. Profit margins on revenues increased between quarters due to a reduction in labor and material costs as a percentage of sales. Revenues and operating profits for Amtech Elevator Services increased by 11.4% in the first quarter of 2001 compared to the same period in 2000 primarily due to new work secured in Atlanta, Chicago, Denver and Detroit. 13
15 SAFE HARBOR STATEMENT Cautionary Safe Harbor Disclosure for Forward Looking Statements under the Private Securities Litigation Reform Act of 1995: Because of the factors set forth below, as well as other variables affecting the Company's operating results, past financial performance, should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. The statements contained herein which are not historical facts are forward-looking statements that are subject to meaningful risks and uncertainties, including but not limited to: (1) significant decreases in commercial real estate occupancy, resulting in reduced demand and prices for building maintenance and other facility services in the Company's major markets, (2) loss or bankruptcy of one or more of the Company's major customers, which could adversely affect the Company's ability to collect its accounts receivable or recover its deferred costs, (3) major collective bargaining issues that may cause loss of revenues or cost increases that non-union companies can use to their advantage in gaining market share, (4) significant shortfalls in adding additional customers in existing and new territories and markets, (5) a protracted slowdown in the Company's acquisition program, (6) legislation or other governmental action that severely impacts one or more of the Company's lines of business, such as price controls that could restrict price increases, or the unrecovered cost of any universal employer-paid health insurance, as well as government investigations that adversely affect the Company, (7) reduction or revocation of the Company's line of credit, which would increase interest expense or the cost of capital, (8) cancellation or nonrenewal of the Company's primary insurance policies, as many customers contract out services based on the contractor's ability to provide adequate insurance coverage and limits, (9) catastrophic uninsured or underinsured claims against the Company, the inability of the Company's insurance carriers to pay otherwise insured claims, or inadequacy in the Company's reserve for self-insured claims, (10) inability to employ entry level personnel due to labor shortages, (11) resignation, termination, death or disability of one or more of the Company's key executives, which could adversely affect customer retention and day-to-day management of the Company, and (12) other material factors that are disclosed from time to time in the Company's public filings with the United States Securities and Exchange Commission, such as reports on Forms 8-K, 10-K and 10-Q. 14
16 ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The operations of the Company are conducted primarily in the United States, and, as such, are not subject to material foreign currency exchange rate risk. Although the Company has outstanding debt and related interest expense, market risk in interest rate exposure in the United States is currently not material. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 10.58 - Corporate Executive Employment Agreement with Henrik C. Slipsager Exhibit 10.59 - Employee Stock Purchase Plan (as amended through May 1, 2000) (b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter ended January 31, 2001. 15
17 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 thereunto duly authorized. ABM Industries Incorporated March 16, 2001 /s/ David H. Hebble - -------------- ------------------------------- Senior Vice President and Chief Financial Officer, Principal Financial Officer 16
18 EXHIBIT INDEX <TABLE> <CAPTION> NUMBER DESCRIPTION - ------ ----------- <S> <C> Exhibit 10.58 Corporate Executive Employment Agreement with Henrik C. Slipsager Exhibit 10.59 Employee Stock Purchase Plan (as amended through May 1, 2000) </TABLE> 17