[10-Q] ABM Industries, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
ABM Industries (ABM) reported quarterly operating and cash-flow trends with revenue growth driven by organic increases and recent acquisitions. Revenue rose $129.8 million (6.2%) to $2,224.0 million for the three months ended July 31, 2025, with organic growth of 5.0% and acquisition growth of 1.2%. Management reimbursement revenue increased to $88.7 million for the quarter. Operating profit rose in some segments but consolidated operating profit margin fell to 9.6% for the nine months and to 7.1% for the quarter, reflecting strategic pricing and mix changes. Net cash from operations was $101.0 million for the nine months, impacted by ERP-related working capital timing. Total outstanding borrowings under the Amended Credit Facility were $1.5 billion with $621.7 million available capacity. Share repurchase authorization increased to $233.1 million as of September 3, 2025.
ABM Industries (ABM) ha comunicato i risultati trimestrali e i flussi di cassa mostrando una crescita dei ricavi trainata sia dalla domanda organica che dalle acquisizioni recenti. Per i tre mesi chiusi il 31 luglio 2025 i ricavi sono aumentati di 129,8 milioni di dollari (+6,2%), raggiungendo 2.224,0 milioni, con una crescita organica del 5,0% e un contributo da acquisizioni dell'1,2%. I ricavi per rimborsi di gestione sono saliti a 88,7 milioni nel trimestre. L'utile operativo 猫 aumentato in alcuni segmenti, ma il margine operativo consolidato 猫 sceso al 9,6% nei nove mesi e al 7,1% nel trimestre, riflettendo variazioni strategiche di prezzo e mix. Il flusso di cassa netto dalle attivit脿 operative 猫 stato di 101,0 milioni nei nove mesi, influenzato dai tempi del capitale circolante legati all'ERP. Le esposizioni totali in essere secondo l'Amended Credit Facility ammontavano a 1,5 miliardi di dollari, con una capacit脿 disponibile di 621,7 milioni. L'autorizzazione al riacquisto di azioni 猫 salita a 233,1 milioni al 3 settembre 2025.
ABM Industries (ABM) inform贸 tendencias operativas y de flujo de caja trimestrales con un crecimiento de ingresos impulsado por aumentos org谩nicos y adquisiciones recientes. Los ingresos crecieron 129,8 millones de d贸lares (6,2%) hasta 2.224,0 millones en los tres meses finalizados el 31 de julio de 2025, con crecimiento org谩nico del 5,0% y aportes por adquisiciones del 1,2%. Los ingresos por reembolsos de gesti贸n aumentaron a 88,7 millones en el trimestre. El beneficio operativo subi贸 en algunos segmentos, pero el margen operativo consolidado se redujo al 9,6% en los nueve meses y al 7,1% en el trimestre, reflejando cambios estrat茅gicos en precios y mix. El efectivo neto procedente de operaciones fue de 101,0 millones en los nueve meses, afectado por el calendario del capital circulante relacionado con el ERP. Los pr茅stamos pendientes bajo la Amended Credit Facility ascend铆an a 1,5 mil millones con 621,7 millones de capacidad disponible. La autorizaci贸n para recompra de acciones aument贸 a 233,1 millones al 3 de septiembre de 2025.
ABM Industries(ABM)電� 鞙犼赴鞝� 靹膘灔瓿� 斓滉芳 鞚胳垬搿� 鞚疙暅 毵れ稖 歃濌皜鞐� 頌橃瀰鞏� 攵勱赴氤� 鞓侅梾 氚� 順勱笀 頋愲 霃欗枼鞚� 氚滍憸頄堨姷雼堧嫟. 2025雲� 7鞗� 31鞚茧 膦呺霅� 3臧滌洈 霃欖晥 毵れ稖鞚� 1鞏� 2,980毵� 雼煬(6.2%) 歃濌皜頃� 22鞏� 2,40毵� 雼煬毳� 旮半頄堨溂氅�, 鞙犼赴鞝� 靹膘灔鞚� 5.0%, 鞚胳垬 旮办棳電� 1.2%鞓�鞀惦媹雼�. 甏�毽垬靾橂(Management reimbursement) 毵れ稖鞚� 頃措嫻 攵勱赴 8,870毵� 雼煬搿� 歃濌皜頄堨姷雼堧嫟. 鞚茧秬 靷梾攵�鞚� 鞓侅梾鞚挫澋鞚� 歃濌皜頄堨溂雮� 韱淀暕 鞓侅梾鞚挫澋毳犾潃 鞝勲灥鞝� 臧�瓴┞冯鞀� 氤�頇旊 鞚疙暣 9臧滌洈 旮办 9.6%, 攵勱赴 旮办 7.1%搿� 頃橂澖頄堨姷雼堧嫟. 鞓侅梾頇滊彊鞙茧 鞚疙暅 靾滍槃旮堨潃 ERP 甏�霠� 鞖挫爠鞛愲掣 鞁滉赴 鞓來枼鞙茧 9臧滌洈 霃欖晥 1鞏� 100毵� 雼煬鞓�鞀惦媹雼�. 靾橃爼 鞁犾毄瓿勳暯(Amended Credit Facility) 頃橃潣 齑� 彀瀰 鞛旍暋鞚� 15鞏� 雼煬鞓�瓿�, 靷毄 臧�電ロ暅 鞐牓鞚� 6鞏� 2,170毵� 雼煬鞓�鞀惦媹雼�. 欤检嫕 鞛Г鞛� 鞀轨澑 頃滊弰電� 2025雲� 9鞗� 3鞚� 順勳灛 2鞏� 3,310毵� 雼煬搿� 靸來枼霅橃棃鞀惦媹雼�.
ABM Industries (ABM) a publi茅 ses tendances op茅rationnelles et de tr茅sorerie trimestrielles : la croissance du chiffre d'affaires provient 脿 la fois de l'activit茅 organique et d'acquisitions r茅centes. Sur les trois mois clos le 31 juillet 2025, le chiffre d'affaires a augment茅 de 129,8 millions de dollars (6,2%) pour atteindre 2 224,0 millions, avec une croissance organique de 5,0% et un effet acquisitions de 1,2%. Les revenus de remboursement de gestion se sont 茅lev茅s 脿 88,7 millions pour le trimestre. Le r茅sultat d'exploitation a progress茅 dans certains segments, mais la marge d'exploitation consolid茅e a diminu茅 脿 9,6% sur neuf mois et 脿 7,1% sur le trimestre, refl茅tant des ajustements strat茅giques de prix et de mix. La tr茅sorerie nette provenant des op茅rations s'est 茅lev茅e 脿 101,0 millions sur neuf mois, impact茅e par le calendrier du fonds de roulement li茅 脿 l'ERP. L'encours total au titre de l'Amended Credit Facility 茅tait de 1,5 milliard avec une capacit茅 disponible de 621,7 millions. L'autorisation de rachat d'actions a 茅t茅 port茅e 脿 233,1 millions au 3 septembre 2025.
ABM Industries (ABM) berichtete 眉ber quartalsbezogene Betriebs- und Cashflow-Trends, wobei das Umsatzwachstum durch organische Zuw盲chse und j眉ngste Akquisitionen getragen wurde. Die Umsatzerl枚se stiegen in den drei Monaten zum 31. Juli 2025 um 129,8 Mio. USD (6,2%) auf 2.224,0 Mio. USD, wobei das organische Wachstum 5,0% und das akquisitionsbedingte Wachstum 1,2% betrug. Die Management-Reimbursements erh枚hten sich im Quartal auf 88,7 Mio. USD. Das Betriebsergebnis stieg in einigen Segmenten, der konsolidierte operative Gewinnmargen sank jedoch auf 9,6% f眉r die neun Monate bzw. auf 7,1% f眉r das Quartal, was auf strategische Preis- und Mixanpassungen zur眉ckzuf眉hren ist. Der Netto-Cashflow aus operativer T盲tigkeit belief sich in den neun Monaten auf 101,0 Mio. USD und wurde durch zeitliche Effekte im Working Capital im Zusammenhang mit dem ERP beeinflusst. Die ausstehenden Gesamtkredite aus der ge盲nderten Kreditfazilit盲t betrugen 1,5 Mrd. USD bei einer verf眉gbaren Kapazit盲t von 621,7 Mio. USD. Die Aktienr眉ckkaufberechtigung wurde zum 3. September 2025 auf 233,1 Mio. USD erh枚ht.
Positive
- Revenue growth of $129.8 million (6.2%) to $2,224.0 million for the quarter with 5.0% organic growth
- Management reimbursement revenue increased to $88.7 million for the three months ended July 31, 2025
- Acquisitions contributed revenue (Quality Uptime and LMC added $25.5 million)
- Share repurchase program expanded to $233.1 million authorized as of September 3, 2025
- Amended Credit Facility extended to February 26, 2030 and increased revolver capacity to $1.6 billion
Negative
- Consolidated operating profit margin declined to 9.6% for nine months and 7.1% for the quarter
- Gross margin decreased by 23 basis points to 12.3% for the quarter
- Net cash provided by operating activities fell to $101.0 million for nine months due to ERP-related invoicing delays
- Higher interest expense of $72.1 million for nine months tied to increased borrowings; total borrowings $1.5 billion
- Material contingent consideration obligations remain (RavenVolt estimated remaining fair value $34.1 million; potential up to $130.0 million in 2026)
Insights
TL;DR Revenue growth from organic activity and acquisitions offset margin pressure from pricing and mix, producing mixed operating results.
ABM's 6.2% revenue increase to $2.224 billion demonstrates continued top-line momentum, with 5.0% organic growth and contributions from Quality Uptime and LMC. However, consolidated operating margins contracted (quarterly 7.1%; nine months 9.6%) driven by strategic pricing decisions and higher operating costs, including acquisition-related compensation and ERP go-live costs. Net cash from operations declined year-over-year to $101.0 million for nine months due to temporary invoicing delays from ERP implementation. Leverage remains meaningful: $1.5 billion outstanding and covenants tied to leverage ratios. Overall, results are operationally constructive on revenue but mixed for profitability and cash flow.
TL;DR Key risks include margin compression, elevated indebtedness, contingent consideration obligations, and insurance reserve variability.
ABM faces margin pressure from deliberate pricing strategies to retain and expand accounts, and increased interest expense of $72.1 million for nine months driven by higher borrowings. Contingent consideration related to RavenVolt remains material with $34.1 million estimated remaining and potential additional payments up to $130.0 million for calendar year 2026 targets. Insurance and litigation exposures carry estimation uncertainty, with a reasonably possible loss range up to $10.9 million disclosed. The Amended Credit Facility extends maturity to 2030 but contains leverage and interest coverage covenants that the company reported in compliance with as of July 31, 2025.
ABM Industries (ABM) ha comunicato i risultati trimestrali e i flussi di cassa mostrando una crescita dei ricavi trainata sia dalla domanda organica che dalle acquisizioni recenti. Per i tre mesi chiusi il 31 luglio 2025 i ricavi sono aumentati di 129,8 milioni di dollari (+6,2%), raggiungendo 2.224,0 milioni, con una crescita organica del 5,0% e un contributo da acquisizioni dell'1,2%. I ricavi per rimborsi di gestione sono saliti a 88,7 milioni nel trimestre. L'utile operativo 猫 aumentato in alcuni segmenti, ma il margine operativo consolidato 猫 sceso al 9,6% nei nove mesi e al 7,1% nel trimestre, riflettendo variazioni strategiche di prezzo e mix. Il flusso di cassa netto dalle attivit脿 operative 猫 stato di 101,0 milioni nei nove mesi, influenzato dai tempi del capitale circolante legati all'ERP. Le esposizioni totali in essere secondo l'Amended Credit Facility ammontavano a 1,5 miliardi di dollari, con una capacit脿 disponibile di 621,7 milioni. L'autorizzazione al riacquisto di azioni 猫 salita a 233,1 milioni al 3 settembre 2025.
ABM Industries (ABM) inform贸 tendencias operativas y de flujo de caja trimestrales con un crecimiento de ingresos impulsado por aumentos org谩nicos y adquisiciones recientes. Los ingresos crecieron 129,8 millones de d贸lares (6,2%) hasta 2.224,0 millones en los tres meses finalizados el 31 de julio de 2025, con crecimiento org谩nico del 5,0% y aportes por adquisiciones del 1,2%. Los ingresos por reembolsos de gesti贸n aumentaron a 88,7 millones en el trimestre. El beneficio operativo subi贸 en algunos segmentos, pero el margen operativo consolidado se redujo al 9,6% en los nueve meses y al 7,1% en el trimestre, reflejando cambios estrat茅gicos en precios y mix. El efectivo neto procedente de operaciones fue de 101,0 millones en los nueve meses, afectado por el calendario del capital circulante relacionado con el ERP. Los pr茅stamos pendientes bajo la Amended Credit Facility ascend铆an a 1,5 mil millones con 621,7 millones de capacidad disponible. La autorizaci贸n para recompra de acciones aument贸 a 233,1 millones al 3 de septiembre de 2025.
ABM Industries(ABM)電� 鞙犼赴鞝� 靹膘灔瓿� 斓滉芳 鞚胳垬搿� 鞚疙暅 毵れ稖 歃濌皜鞐� 頌橃瀰鞏� 攵勱赴氤� 鞓侅梾 氚� 順勱笀 頋愲 霃欗枼鞚� 氚滍憸頄堨姷雼堧嫟. 2025雲� 7鞗� 31鞚茧 膦呺霅� 3臧滌洈 霃欖晥 毵れ稖鞚� 1鞏� 2,980毵� 雼煬(6.2%) 歃濌皜頃� 22鞏� 2,40毵� 雼煬毳� 旮半頄堨溂氅�, 鞙犼赴鞝� 靹膘灔鞚� 5.0%, 鞚胳垬 旮办棳電� 1.2%鞓�鞀惦媹雼�. 甏�毽垬靾橂(Management reimbursement) 毵れ稖鞚� 頃措嫻 攵勱赴 8,870毵� 雼煬搿� 歃濌皜頄堨姷雼堧嫟. 鞚茧秬 靷梾攵�鞚� 鞓侅梾鞚挫澋鞚� 歃濌皜頄堨溂雮� 韱淀暕 鞓侅梾鞚挫澋毳犾潃 鞝勲灥鞝� 臧�瓴┞冯鞀� 氤�頇旊 鞚疙暣 9臧滌洈 旮办 9.6%, 攵勱赴 旮办 7.1%搿� 頃橂澖頄堨姷雼堧嫟. 鞓侅梾頇滊彊鞙茧 鞚疙暅 靾滍槃旮堨潃 ERP 甏�霠� 鞖挫爠鞛愲掣 鞁滉赴 鞓來枼鞙茧 9臧滌洈 霃欖晥 1鞏� 100毵� 雼煬鞓�鞀惦媹雼�. 靾橃爼 鞁犾毄瓿勳暯(Amended Credit Facility) 頃橃潣 齑� 彀瀰 鞛旍暋鞚� 15鞏� 雼煬鞓�瓿�, 靷毄 臧�電ロ暅 鞐牓鞚� 6鞏� 2,170毵� 雼煬鞓�鞀惦媹雼�. 欤检嫕 鞛Г鞛� 鞀轨澑 頃滊弰電� 2025雲� 9鞗� 3鞚� 順勳灛 2鞏� 3,310毵� 雼煬搿� 靸來枼霅橃棃鞀惦媹雼�.
ABM Industries (ABM) a publi茅 ses tendances op茅rationnelles et de tr茅sorerie trimestrielles : la croissance du chiffre d'affaires provient 脿 la fois de l'activit茅 organique et d'acquisitions r茅centes. Sur les trois mois clos le 31 juillet 2025, le chiffre d'affaires a augment茅 de 129,8 millions de dollars (6,2%) pour atteindre 2 224,0 millions, avec une croissance organique de 5,0% et un effet acquisitions de 1,2%. Les revenus de remboursement de gestion se sont 茅lev茅s 脿 88,7 millions pour le trimestre. Le r茅sultat d'exploitation a progress茅 dans certains segments, mais la marge d'exploitation consolid茅e a diminu茅 脿 9,6% sur neuf mois et 脿 7,1% sur le trimestre, refl茅tant des ajustements strat茅giques de prix et de mix. La tr茅sorerie nette provenant des op茅rations s'est 茅lev茅e 脿 101,0 millions sur neuf mois, impact茅e par le calendrier du fonds de roulement li茅 脿 l'ERP. L'encours total au titre de l'Amended Credit Facility 茅tait de 1,5 milliard avec une capacit茅 disponible de 621,7 millions. L'autorisation de rachat d'actions a 茅t茅 port茅e 脿 233,1 millions au 3 septembre 2025.
ABM Industries (ABM) berichtete 眉ber quartalsbezogene Betriebs- und Cashflow-Trends, wobei das Umsatzwachstum durch organische Zuw盲chse und j眉ngste Akquisitionen getragen wurde. Die Umsatzerl枚se stiegen in den drei Monaten zum 31. Juli 2025 um 129,8 Mio. USD (6,2%) auf 2.224,0 Mio. USD, wobei das organische Wachstum 5,0% und das akquisitionsbedingte Wachstum 1,2% betrug. Die Management-Reimbursements erh枚hten sich im Quartal auf 88,7 Mio. USD. Das Betriebsergebnis stieg in einigen Segmenten, der konsolidierte operative Gewinnmargen sank jedoch auf 9,6% f眉r die neun Monate bzw. auf 7,1% f眉r das Quartal, was auf strategische Preis- und Mixanpassungen zur眉ckzuf眉hren ist. Der Netto-Cashflow aus operativer T盲tigkeit belief sich in den neun Monaten auf 101,0 Mio. USD und wurde durch zeitliche Effekte im Working Capital im Zusammenhang mit dem ERP beeinflusst. Die ausstehenden Gesamtkredite aus der ge盲nderten Kreditfazilit盲t betrugen 1,5 Mrd. USD bei einer verf眉gbaren Kapazit盲t von 621,7 Mio. USD. Die Aktienr眉ckkaufberechtigung wurde zum 3. September 2025 auf 233,1 Mio. USD erh枚ht.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended July 31, 2025
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
(Exact name of registrant as specified in its charter)
 | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
__________________________
(Address of principal executive offices)
(212 ) 297-0200
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
__________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 for 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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Number of shares of the registrant’s common stock outstanding as of September 4, 2025: 61,233,895
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
| FORWARD-LOOKING STATEMENTS | 1 | ||||
| PART I. FINANCIAL INFORMATION | 3 | ||||
| Item 1. Consolidated Financial Statements | 3 | ||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 40 | ||||
| Item 4. Controls and Procedures | 40 | ||||
| PART II. OTHER INFORMATION | 40 | ||||
| Item 1. Legal Proceedings | 40 | ||||
| Item 1A. Risk Factors | 40 | ||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 40 | ||||
| Item 3. Defaults Upon Senior Securities | 41 | ||||
| Item 4. Mine Safety Disclosures | 41 | ||||
| Item 5. Other Information | 41 | ||||
| Item 6. Exhibits | 42 | ||||
| SIGNATURES | 43 | ||||
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains both historical and forward-looking statements regarding ABM and its subsidiaries (collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”). We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Particular risks and uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include those listed below:
•Our success depends on our ability to gain profitable business despite competitive market pressures.
•Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.
•We may not be able to attract and retain qualified personnel and senior management we need to support our business.
•Investments in and changes to our businesses, operating structure, or personnel relating to our ELEVATE strategy, including the implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.
•Our ability to preserve long-term client relationships is essential to our continued success.
•Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.
•Our international business involves risks different from those we face in the United States that could negatively impact our results of operations and financial condition.
•Decreases in commercial office space utilization due to hybrid work models and increases in office vacancy rates could adversely affect our financial condition.
•Negative changes in general economic conditions, such as recessionary pressures, high interest rates, durable and non-durable goods pricing, changes in energy prices, or changes in consumer goods pricing could reduce the demand for our services and, as a result, reduce our revenue and earnings and adversely affect our financial condition.
•We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers or clients, or other compromises of our data that could adversely affect our business.
•Our ongoing implementation of new enterprise resource planning (“ERP”) and related boundary systems could adversely impact our ability to operate our business, including the timing and amount of working capital needed, and report our financial results.
•Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.
•We manage our insurable risks through a combination of third-party purchased policies and self-insurance, and we retain a substantial portion of the risk associated with expected losses under these programs, which exposes us to volatility associated with those risks, including the possibility that changes in estimates to our ultimate insurance loss reserves could result in material charges against our earnings.
•Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.
•Unfavorable developments in our class and representative actions and other lawsuits alleging various claims could cause us to incur substantial liabilities.
•We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and regulatory compliance.
•A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in relation to our participation in multiemployer pension plans, requirements to make contributions to other benefit plans, and the potential for strikes, work slowdowns or similar activities, and union organizing drives.
•Our business may be materially affected by changes to fiscal and tax policies. Negative or unexpected tax consequences could adversely affect our results of operations.
•Future increases in the level of our borrowings and interest rates could affect our results of operations.
1
•Impairment of goodwill and long-lived assets could have a material adverse effect on our financial condition and results of operations.
•If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and as a result may have a material adverse effect on the value of our common stock.
•Our business may be negatively impacted by adverse weather conditions.
•Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.
•Actions of activist investors could disrupt our business.
The list of factors above is illustrative and by no means exhaustive. Additional information regarding these and other risks and uncertainties we face is contained in our Annual Report on Form 10-K for the year ended October 31, 2024, and in other reports (including all amendments to those reports) we file from time to time with the Securities and Exchange Commission (“SEC”).
We urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (in millions, except share and per share amounts) | July 31, 2025 | October 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, net of allowances of $ at July 31, 2025 and October 31, 2024, respectively | |||||||||||
| Costs incurred in excess of amounts billed | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Other investments | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Right-of-use assets | |||||||||||
Other intangible assets, net of accumulated amortization of $ at July 31, 2025 and October 31, 2024, respectively | |||||||||||
| Goodwill | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of debt, net | $ | $ | |||||||||
| Trade accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Accrued taxes — other than income | |||||||||||
| Deferred revenue | |||||||||||
| Insurance claims | |||||||||||
| Income taxes payable | |||||||||||
| Current portion of lease liabilities | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term lease liabilities | |||||||||||
| Deferred income tax liability, net | |||||||||||
| Noncurrent insurance claims | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Noncurrent income taxes payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ Equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ July 31, 2025 and October 31, 2024, respectively | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss, net of taxes | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited consolidated financial statements.
3
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Income from unconsolidated affiliates | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Interest rate swaps | ( | ( | ( | ||||||||||||||||||||
| Foreign currency translation and other | ( | ||||||||||||||||||||||
| Income tax (provision) / benefit | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Net income per common share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common and common equivalent shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
4
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Three Months Ended July 31, | Nine Months Ended July 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under employee stock purchase and share-based compensation plans | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock, including excise tax | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued (taxes withheld) under employee stock purchase and share-based compensation plans, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock, including excise tax | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Loss, Net of Taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) / income | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Retained Earnings | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, beginning of period | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock (1) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued under share-based compensation plans | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, end of period | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Stockholders’ Equity | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Cash dividends declared per common share were $0.265 and $0.225 for the three months ended July 31, 2025 and 2024, respectively, and $0.795 and $0.675 for the nine months ended July 31, 2025 and 2024, respectively.
See accompanying notes to unaudited consolidated financial statements.
5
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Provision for bad debt | |||||||||||
| Discount accretion on insurance claims | |||||||||||
| Impairment of assets | |||||||||||
| Gain on sale of assets | ( | ||||||||||
Change in fair value of contingent consideration | |||||||||||
| Income from unconsolidated affiliates | ( | ( | |||||||||
| Distributions from unconsolidated affiliates | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Trade accounts receivable and costs incurred in excess of amounts billed | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Right-of-use assets | |||||||||||
| Other noncurrent assets | ( | ( | |||||||||
| Trade accounts payable and other accrued liabilities | ( | ||||||||||
| Long-term lease liabilities | ( | ( | |||||||||
| Insurance claims | |||||||||||
| Income taxes payable, net | ( | ( | |||||||||
| Other noncurrent liabilities | ( | ( | |||||||||
| Total adjustments | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
| Purchase of businesses, net of cash acquired | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Taxes withheld from issuance of share-based compensation awards, net | ( | ( | |||||||||
| Repurchases of common stock, including excise taxes | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Deferred financing costs paid | ( | ||||||||||
| Borrowings from debt | |||||||||||
| Repayment of borrowings from debt | ( | ( | |||||||||
| Changes in book cash overdrafts | ( | ||||||||||
| Repayment of finance lease obligations | ( | ( | |||||||||
| Cash paid to settle the contingent consideration liability | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to unaudited consolidated financial statements.
6
ABM INDUSTRIES INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. THE COMPANY AND NATURE OF OPERATIONS
ABM is a leading provider of integrated facility services with a mission to make a difference, every person, every day. We are organized into four industry groups and one Technical Solutions segment:
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with (i) United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our unaudited consolidated financial statements and accompanying notes (the “Financial Statements”) include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Annual Report on Form 10-K for the year ended October 31, 2024. Unless otherwise indicated, all references to years are to our fiscal years, which end on October 31.
Rounding
We round amounts in the Financial Statements to millions and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.
Management Reimbursement Revenue by Segment
Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, designed to enhance transparency around supplier finance programs by requiring new disclosures that would allow a user of the financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We adopted this standard, effective November 1, 2023, and adopted the
7
rollforward requirement, effective November 1, 2024, on a prospective basis. We do not participate in any material supplier finance programs and, as such, the adoption of this guidance did not have an impact on our disclosures.
8
3. ACQUISITIONS
Acquisition of LMC FM
Effective June 1, 2025, we acquired LMC FM Limited (“LMC”), a Dublin-based facilities services company with coverage across Ireland, for a purchase price of approximately $22.5 million in cash plus the potential of $5.9 million of contingent consideration to be paid in calendar year 2027 upon the retention of the top two customers. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is not deductible for tax reporting purposes. As of July 31, 2025, we recorded preliminary goodwill and intangibles of $12.6 million and $12.9 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $20.0 million and $17.2 million, respectively. The purchase price allocation is subject to adjustments within the measurement period not to exceed one year from the acquisition date.
The unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2025, include revenues of $9.3
Acquisition of Quality Uptime
Effective June 21, 2024, we acquired Quality Uptime Services, Inc. (“Quality Uptime”), an uninterrupted power supply system (“UPS”) installation and maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities, for a net cash purchase price of $116.3 million. The acquisition was accounted for under the acquisition method. Accordingly, the assets acquired and liabilities assumed were recognized on the date of acquisition at their estimated fair values, with the excess of the purchase price recorded as goodwill. The goodwill is amortizable over 15 years for income tax purposes. As of July 31, 2025, we recorded goodwill and intangibles of $77.4 million and $35.2 million, respectively. The total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $24.0 million and $20.3 million, respectively.
Acquisition of RavenVolt
On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. RavenVolt’s operations are included within our Technical Solutions segment.
9
4. REVENUES
Disaggregation of Revenues
We generate revenues under several types of contracts, which are 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 revenues from contracts with customers into major service lines. We have determined that disaggregating revenues into these categories best depicts how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. Our reportable segments are B&I, M&D, Aviation, Education, and Technical Solutions, as described in Note 12, “Segment Information.”
| Three Months Ended July 31, 2025 | Nine Months Ended July 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | B&I | M&D | Aviation | Education | Technical Solutions | Total | B&I | M&D | Aviation | Education | Technical Solutions | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Major Service Line | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Janitorial(1) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aviation Services(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Parking and Transportation(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility Solutions | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operations and Maintenance(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Building & Energy Solutions(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Engineering and Infrastructure Solutions | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | B&I | M&D | Aviation | Education | Technical Solutions | Total | B&I | M&D | Aviation | Education | Technical Solutions | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Major Service Line | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Janitorial(1) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aviation Services(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Parking and Transportation(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility Solutions | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operations and Maintenance(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Building & Energy Solutions(5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Engineering and Infrastructure Solutions | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10
(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. These arrangements are often structured as monthly fixed-price, square-foot, cost-plus, and work order contracts.
(2) Aviation Services arrangements support airlines and airports with services such as passenger assistance, catering logistics, and airplane cabin maintenance. These arrangements are often structured as monthly fixed-price, cost-plus, transaction price, and hourly contracts.
(3) Parking and Transportation 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. These arrangements are structured as management reimbursement, leased location, and allowance contracts. Certain of these arrangements are considered service concession agreements and are accounted for under the guidance of Topic 853; accordingly, service concession expense related to these arrangements is recorded as a reduction of the related parking service revenues.
(4) Operations and Maintenance 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. These arrangements are generally structured as monthly fixed-price, cost-plus, and work order contracts.
Contract Types
We have arrangements under various contract types, as described in Note 2, “Basis of Presentation and Significant Accounting Policies,” in our Annual Report on Form 10-K for the year ended October 31, 2024.
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 as 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.
The majority of our contracts include performance obligations that are primarily satisfied over time as we provide the related services. These contract types include: monthly fixed-price; square-foot; cost-plus; work orders; transaction-price; hourly; management reimbursement; leased location; allowance; energy savings contracts; and fixed-price repair and refurbishment contracts, as well as our franchise and royalty fee arrangements. We recognize revenue as the services are performed using a measure of progress that is determined by the contract type. Generally, most of our contracts are cancelable by either party without a substantive penalty, and the majority have a notification period of 30 to 90 days.
Remaining Performance Obligations
At July 31, 2025, performance obligations that were unsatisfied for which we expect to recognize revenue totaled $273.0 million. We expect to recognize revenue on approximately 77 % of the remaining performance
11
obligations over the next 12 months, with the remainder recognized thereafter, based on our estimates of project timing.
These amounts exclude variable consideration primarily related to: (i) 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; (ii) parking contracts where we and the customer share the gross revenues or operating profit for the location; and (iii) contracts where transaction prices include performance incentives that are based on future performance and therefore cannot be estimated at contract inception. For these contract types, we apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.
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.
Contract assets primarily 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 assets also include the capitalization of incremental costs of obtaining a contract with a customer, primarily commissions. Commissions expense is recognized on a straight-line basis over a weighted average expected customer relationship period.
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:
| (in millions) | July 31, 2025 | October 31, 2024 | ||||||||||||
| Contract assets | ||||||||||||||
Billed trade receivables(1) | $ | $ | ||||||||||||
Unbilled trade receivables(1) | ||||||||||||||
Costs incurred in excess of amounts billed | ||||||||||||||
Capitalized commissions(2) | ||||||||||||||
(1) Included in “Trade accounts receivable, net,” on the unaudited Consolidated Balance Sheets.
(2) Included in “Other current assets” and “Other noncurrent assets” on the unaudited Consolidated Balance Sheets. During the nine months ended July 31, 2025, we capitalized $15.1 million of new costs and amortized $13.5 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.
| (in millions) | Nine Months Ended July 31, 2025 | |||||||
Contract liabilities(1) | ||||||||
| Balance at beginning of period | $ | |||||||
| Additional contract liabilities | ||||||||
Recognition of deferred revenue | ( | |||||||
Balance at end of period | $ | |||||||
12
5. NET INCOME PER COMMON SHARE
Basic and Diluted Net Income Per Common Share Calculations
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average common and common equivalent shares outstanding — Basic | |||||||||||||||||||||||
Effect of dilutive securities | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||
Weighted-average common and common equivalent shares outstanding — Diluted | |||||||||||||||||||||||
| Net income per common share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
Anti-Dilutive Outstanding Stock Awards Issued Under Share-Based Compensation Plans
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Anti-dilutive | |||||||||||||||||||||||
13
6. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Hierarchy of Our Financial Instruments
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
| (in millions) | Fair Value Hierarchy | July 31, 2025 | October 31, 2024 | ||||||||||||||
Cash and cash equivalents(1) | 1 | $ | $ | ||||||||||||||
Insurance deposits(2) | 1 | ||||||||||||||||
Assets held in funded deferred compensation plan(3) | 1 | ||||||||||||||||
Credit facility(4) | 2 | ||||||||||||||||
Interest rate swap assets(5) | 2 | ||||||||||||||||
Preferred equity investment(6) | 3 | ||||||||||||||||
Contingent consideration(7)(8) | 3 | ||||||||||||||||
(1) Cash and cash equivalents are stated at nominal value, which equals fair value.
(2) Represents restricted deposits that are used to collateralize our insurance obligations and are stated at nominal value, which equals fair value. These insurance deposits are included in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. See Note 7, “Insurance,” for further information.
(3) Represents investments held in a Rabbi trust associated with one of our deferred compensation plans, which we include in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. The fair value of the assets held in the funded deferred compensation plan is based on quoted market prices.
(4) Represents gross outstanding borrowings under our Amended Credit Facility. Due to variable interest rates, the carrying value of outstanding borrowings under this facility approximates the fair value. See Note 8, “Credit Facility,” for further information.
(5) Represents interest rate swap derivatives designated as cash flow hedges. The fair values of the interest rate swaps are estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rates and the expected cash flows at current market interest rates using observable benchmarks for the Secured Overnight Financing Rate (“SOFR”) forward rates at the end of the period. Our interest rate swap assets are included in “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets. See Note 8, “Credit Facility,” for further information.
(6) Our investments do not have a readily determinable fair value; therefore, we account for the investments using the measurement alternative under Topic 321 and measure the investments at initial cost plus or minus fair value adjustments if there are observable prices minus impairment, if any.
(7) Our contingent consideration payable related to the RavenVolt Acquisition is remeasured at each reporting date, based on significant inputs not observable in the market. The contingent consideration payment related to calendar year 2024, which was made in May 2025, represented a Level 3 measurement at October 31, 2024, and the amount related to calendar year 2025, payable in calendar year 2026, represents a Level 3 measurement at July 31, 2025 and October 31, 2024, within the fair value hierarchy. After the acquisition date and until the contingency is resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets, which are subject to our estimate. These changes in fair value are recognized within the “Selling, general and administrative expenses” of the unaudited Consolidated Statements of Comprehensive Income. See Note 3, “Acquisitions,” for further information.
(8) The balance at July 31, 2025, represents the contingent consideration payable in calendar year 2027 related to the LMC Acquisition.
Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, we are also required to measure certain items at fair value on a non-recurring basis. These assets can include: goodwill; intangible assets; property, plant and equipment; lease-related ROU assets; and long-lived assets that have been reduced to fair value when they are held for sale. If certain triggering events occur, or if an annual impairment test is required, then we would evaluate these non-financial assets for impairment. If an impairment were to occur, then the asset would be recorded at the estimated fair value, using primarily unobservable Level 3 inputs.
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7. INSURANCE
We use a combination of insured and self-insurance programs to cover workers’ compensation, general liability, automobile liability, property damage, and other insurable risks. For the majority of these insurance programs, we retain the initial $1.0 million to $5.0 million of exposure on a per-occurrence basis, either through deductibles or self-insured retentions. Beyond the retained exposures, we have varying primary policy limits ranging between $1.0 million and $5.0 million per occurrence. To cover general liability and automobile liability losses above these primary limits, we maintain commercial umbrella insurance policies that provide aggregate limits of $200.0 million. Our insurance policies generally cover workers’ compensation losses to the full extent of statutory requirements. Additionally, to cover property damage risks above our retained limits, we maintain policies that provide per occurrence limits of $75.0 million. We are also self-insured for certain employee medical and dental plans. We maintain stop-loss insurance for our self-insured medical plan under which we retain up to $0.5 million of exposure on a per-participant, per-year basis with respect to claims.
We maintain our reserves for workers’ compensation, general liability, automobile liability, and property damage insurance claims based upon known trends and events and the actuarial estimates of required reserves considering the most recently completed actuarial reports. We use all available information to develop our best estimate of insurance claims reserves as information is obtained. The results of actuarial reviews are used to estimate our insurance rates and insurance reserves.
Actuarial Review and Interim Update Performed During 2025
We review our self-insurance liabilities on a regular basis and adjust our accruals accordingly. Actual claims activity or development may vary from our assumptions and estimates, which may result in material losses or gains. As we obtain additional information that affects the assumptions and estimates used in our reserve liability calculations, we adjust our self-insurance rates and reserves for future periods and, if appropriate, adjust our reserves for claims incurred in prior accounting periods.
During the third quarter of 2025, we performed a comprehensive actuarial review of the majority of our casualty insurance programs that considered changes in claims development and claims payment activity for the period of November 1, 2024, through April 30, 2025 (the “Actuarial Review”). The Actuarial Review was comprehensive in nature and was based on loss development patterns, trend assumptions, and underlying expected loss costs during the period analyzed.
During the nine months ended July 31, 2025, based on the results of the Actuarial Review, we made an insignificant adjustment to our total reserves for known claims as well as our estimate of the loss amounts associated with incurred but not reported claims (“IBNR claims”). During the nine months ended July 31, 2024, based on the results of the Actuarial Review, we increased our total reserves related to prior years by $17.9 million. We will continue to assess ongoing developments, which may result in further adjustments to reserves.
Insurance-Related Balances and Activity
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| Insurance claim reserves, excluding medical and dental | $ | $ | |||||||||
| Medical and dental claim reserves | |||||||||||
| Insurance recoverables | |||||||||||
At July 31, 2025, and October 31, 2024, insurance recoverables are included in both “Other current assets” and “Other noncurrent assets” on the accompanying unaudited Consolidated Balance Sheets.
Instruments Used to Collateralize Our Insurance Obligations
| (in millions) | July 31, 2025 | October 31, 2024 | |||||||||
| Standby letters of credit | $ | $ | |||||||||
| Surety bonds and surety-backed letters of credit | |||||||||||
| Restricted insurance deposits | |||||||||||
| Total | $ | $ | |||||||||
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8. CREDIT FACILITY
Credit Facility Information
| (in millions) | July 31, 2025 | October 31, 2024 | ||||||||||||
Current portion of long-term debt(1)(2) | ||||||||||||||
| Gross term loan | $ | $ | ||||||||||||
| Unamortized deferred financing costs | ( | ( | ||||||||||||
Current portion of term loan | $ | $ | ||||||||||||
Long-term debt(1)(2) | ||||||||||||||
| Gross term loan | $ | $ | ||||||||||||
| Unamortized deferred financing costs | ( | ( | ||||||||||||
Total noncurrent portion of term loan | ||||||||||||||
Revolving line of credit(3) | ||||||||||||||
Long-term debt | $ | $ | ||||||||||||
(1) At July 31, 2025, and October 31, 2024, the weighted average interest rate on all outstanding borrowings, not including letters of credit and swaps, was 6.09 % and 6.68 %, respectively.
(2) At July 31, 2025, we had borrowing capacity of $621.7 million.
(3) At July 31, 2025, standby letters of credit amounted to $29.7 million.
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility (the “Credit Facility”), consisting of a $900.0 million revolving line of credit (the “Revolver”) and an $800.0 million amortizing term loan, both of which matured on September 1, 2022. In accordance with terms of the Credit Facility, the revolver was reduced to $800.0 million on September 1, 2018. The Credit Facility was amended on June 28, 2021, to increase the capacity of the Revolver and term loan to $1.3 billion and $650 million, respectively, and to extend the maturity to June 28, 2026. It was further amended on November 1, 2022, to transition the benchmark interest rate from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”).
On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February 26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and the issuance of up to $100.0 million in swingline advances. The obligations under the Amended Credit Facility are guaranteed by the material, domestic wholly owned subsidiaries of ABM and are secured by a pledge of substantially all of the existing and future property and assets of ABM and the guarantors, including a pledge of the capital stock of the wholly owned domestic subsidiaries held by ABM and the guarantors and 65 % of the capital stock of the first-tier foreign subsidiaries held by ABM and the guarantors, in each case subject to exceptions. Additionally, we may repay amounts borrowed under the Amended Credit Facility at any time without penalty.
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50 to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our borrowing capacity is subject to, and limited by, compliance with the covenants described above. At July 31, 2025, we were in compliance with these covenants.
The Amended Credit Facility also includes customary events of default, including: failure to pay principal, interest, or fees when due; failure to comply with covenants; the occurrence of certain material judgments; and a change in control of the Company. If certain events of default occur, including certain cross-defaults, insolvency, change in control, or violation of specific covenants, then the lenders can terminate or suspend our access to the
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Amended Credit Facility, declare all amounts outstanding (including all accrued interest and unpaid fees) to be immediately due and payable, and require that we cash collateralize the outstanding standby letters of credit.
We incurred deferred financing costs of $8.0 million in conjunction with the execution of the Amended Credit Facility and carried over $2.9 million of unamortized deferred financing from initial execution and previous amendments of the Credit Facility. Total deferred financing costs of $10.9 million, consisting of $3.0 million related to the term loan and $7.9 million related to the Revolver, are being amortized to interest expense over the term of the Amended Credit Facility.
Long-Term Debt Maturities
During the three and nine months ended July 31, 2025, we made principal payments under the term loan of $7.5 million and $15.6 million, respectively. As of July 31, 2025, the following principal payments are required under the Amended Credit Facility:
| (in millions) | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||||||||||||||||||
| Debt maturities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Interest Rate Swaps
We utilize interest rate swap agreements to fix the variable interest rates on portions of our debt. The purpose of using these derivatives is to reduce our exposure to the interest rate risk associated with variable borrowings. Under these agreements, we typically pay a fixed interest rate in exchange for a SOFR-based variable interest rate on a given notional amount. All of our interest rate swaps are designated and accounted for as cash flow hedges. Changes in the fair value of these derivatives are reported as a component of other comprehensive income and are reclassified into earnings in the period or periods in which the hedged transaction affects earnings. For information regarding the valuation of our interest rate swaps, see Note 6, “Fair Value of Financial Instruments.”
| Notional Amount | Fixed Interest Rate | Effective Date | Maturity Date | |||||||||||||||||
| $ | February 9, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | February 25, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | May 4, 2022 | June 28, 2026 | ||||||||||||||||||
$ | July 7, 2022 | June 28, 2026 | ||||||||||||||||||
$ | July 18, 2022 | June 28, 2026 | ||||||||||||||||||
| $ | November 1, 2022 | June 28, 2026 | ||||||||||||||||||
At July 31, 2025, and October 31, 2024, amounts recorded in accumulated other comprehensive loss (“AOCL”) for interest rate swaps were a gain of $5.1 million, net of taxes of $2.8 million, and a gain of $9.2 million, net of taxes of $4.3 million, respectively. At July 31, 2025, the total amount expected to be reclassified from AOCL to earnings during the next 12 months is a gain of $5.8 million, net of taxes of $2.1 million.
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9. COMMON STOCK
Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.
Repurchase Activity
| (in millions, except per share amounts) | Three Months Ended July 31, 2025 | Nine Months Ended July 31, 2025 | ||||||||||||
| Total number of shares purchased | ||||||||||||||
Average price paid per share (1) | $ | $ | ||||||||||||
Total cash paid for share repurchases(1) | $ | $ | ||||||||||||
| (in millions, except per share amounts) | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2024 | ||||||||||||
| Total number of shares purchased | ||||||||||||||
| Average price paid per share | $ | $ | ||||||||||||
| Total cash paid for share repurchases | $ | $ | ||||||||||||
10. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Surety Bonds
We use letters of credit and surety bonds to secure certain commitments related to insurance programs and for other purposes. As of July 31, 2025, these letters of credit totaled $29.7 million and surety bonds and surety-backed letters of credit totaled $1,018.0 million.
Guarantees
In some instances, we offer clients guaranteed energy savings under certain energy savings contracts. At July 31, 2025, total guarantees were $200.6 million and extend through 2045. We include the estimated costs of guarantees 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. Historically, we have not incurred any material losses in connection with these guarantees.
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Sales Taxes
We collect sales tax from clients and remit those collections to the applicable states. In some cases when clients fail to pay their invoices, including the amount of any sales tax that we paid on their behalf, we may be entitled to seek a refund of that amount of sales tax from the applicable state.
Sales tax laws and regulations enacted by the various states are subject to interpretation, and our compliance with such laws is routinely subject to audit and review by such states. Audit risk is concentrated in several states that are conducting ongoing audits. The outcomes of ongoing and any future audits and changes in the states’ interpretation of the sales tax laws and regulations could materially adversely impact our results of operations.
Legal Matters
We are a party to a number of lawsuits, claims, and proceedings incident to the operation of our business, including those pertaining to labor and employment, contracts, personal injury, and other matters, some of which allege substantial monetary damages. Some of these actions may be brought as class actions on behalf of a class or purported class of employees.
At July 31, 2025, the total amount accrued for probable litigation losses where a reasonable estimate of the loss could be made was $9.3 million. We do not accrue for contingent losses that, in our judgment, are considered to be reasonably possible but not probable. The estimation of reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. Our management currently estimates the range of loss for all reasonably possible losses for which a reasonable estimate of the loss can be made is between zero and $10.9 million. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly from this estimate.
Litigation outcomes are difficult to predict, and the estimation of probable losses requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. If one or more matters are resolved in a particular period in an amount in excess of or in a manner different than what we anticipated, this could have a material adverse effect on our financial position, results of operations, or cash flows.
In some cases, although a loss is probable or reasonably possible, we cannot reasonably estimate the maximum potential losses for probable matters or the range of losses for reasonably possible matters. Therefore, our accrual for probable losses and our estimated range of loss for reasonably possible losses do not represent our maximum possible exposure.
In determining whether to include any particular lawsuit or other proceeding in our disclosure, we consider both quantitative and qualitative factors. These factors include, but are not limited to: the amount of damages and the nature of any other relief sought in the proceeding; if such damages and other relief are specified, our view of the merits of the claims; whether the action is or purports to be a class action, and our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; and the potential impact of the proceeding on our reputation.
We are currently not a party to any material legal proceedings, and we are not aware of filings of any pending or contemplated litigation, claims, or assessments. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our financial position, results of operations, or cash flows.
11. INCOME TAXES
Our quarterly tax provision is calculated using an estimated annual effective tax rate that is adjusted for discrete items occurring during the period to arrive at our effective tax rate. During the three and nine months ended July 31, 2025, we had effective tax rates of 29.6 % and 26.9 %, respectively. During the three and nine months ended July 31, 2024, we had effective tax rates of 74.0 % and 30.7 %, respectively. The difference between the estimated annual effective tax rate before discrete items and statutory rate is primarily related to state income taxes, non-deductible compensation, and tax credits.
Our effective tax rate for the three months ended July 31, 2025, was not impacted by any significant discrete items. Our effective tax rate for the three months ended July 31, 2024, was impacted by discrete items
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related to energy efficiency incentives and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition
Our effective tax rate for the nine months ended July 31, 2025, benefited from discrete items, primarily from return to provision adjustments related to our non-U.S operations. Our effective tax rate for the nine months ended July 31, 2024, was impacted by discrete items, primarily from a change in uncertain tax positions, energy efficiency incentives, a return to provision adjustment related to our non-U.S. operations, a benefit for share-based compensation, and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition.
On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax reform provisions affecting businesses. We do not anticipate a material impact on our consolidated financial statements.
The Organisation for Economic Co-operation and Development (“OECD”) Pillar Two Model Rules established a minimum global effective tax rate of 15% on country-by-country profits of large multinational companies. European Union member states along with many other countries have adopted or expect to adopt the OECD Pillar Two Model effective January 1, 2024, or thereafter. The OECD and other countries continue to publish guidelines and legislation that include transition and safe harbor rules. We continue to monitor new legislative changes and assess the global impact of the Pillar Two Model Rules. Based on our initial assessment, Pillar Two should not have a material impact to the Company’s income tax provision.
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12. SEGMENT INFORMATION
Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions, as further described below.
| REPORTABLE SEGMENTS AND DESCRIPTIONS | |||||
B&I | B&I, our largest reportable segment, encompasses comprehensive facility solutions, including janitorial and maintenance, facilities engineering, and parking and transportation management to a diverse range of clients. Our expertise extends to commercial real estate properties, including corporate offices for high-tech clients, sports and entertainment venues, and both traditional hospitals and non-acute healthcare facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, cost-plus, and parking arrangements (i.e., management reimbursement, leased location, or allowance) that are obtained through a competitive bid process as well as pursuant to work orders. | ||||
M&D | M&D provides integrated facility services, engineering, janitorial and maintenance, and other specialized solutions to a variety of manufacturing, distribution, and data center facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, and cost-plus, that are obtained through a competitive bid process as well as pursuant to work orders. | ||||
Aviation | Aviation provides comprehensive support services to airlines and airports, including parking and transportation management, janitorial and maintenance services, passenger assistance, catering logistics, aircraft cabin maintenance, and transportation solutions. We typically provide services to clients in this segment under master services agreements. These agreements are typically re-bid upon renewal and are generally structured as monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly arrangements. | ||||
Education | Education delivers comprehensive facility services to public school districts, private schools, colleges, and universities. Our services include janitorial and custodial services, landscaping and grounds maintenance, facilities engineering, and parking management. These services are typically provided pursuant to monthly fixed-price, square-foot, and cost-plus arrangements that are obtained through either a competitive bid process or re-bid upon renewal as well as pursuant to work orders. | ||||
Technical Solutions | Technical Solutions specializes in comprehensive facility infrastructure services, including mechanical and electrical systems, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. These offerings are strategically leveraged for cross-selling across all our industry groups, both domestically and internationally. Contracts for this segment are generally structured as electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade. | ||||
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Financial Information by Reportable Segment
| Three Months Ended July 31, | Nine Months Ended July 31, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Business & Industry | $ | $ | $ | $ | |||||||||||||||||||
| Manufacturing & Distribution | |||||||||||||||||||||||
| Aviation | |||||||||||||||||||||||
| Education | |||||||||||||||||||||||
| Technical Solutions | |||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Business & Industry | $ | $ | $ | $ | |||||||||||||||||||
| Manufacturing & Distribution | |||||||||||||||||||||||
| Aviation | |||||||||||||||||||||||
| Education | |||||||||||||||||||||||
| Technical Solutions | |||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions | ( | ( | ( | ( | |||||||||||||||||||
| Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions | ( | ( | ( | ||||||||||||||||||||
| Total operating profit | $ | $ | $ | $ | |||||||||||||||||||
| Income from unconsolidated affiliates | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
The accounting policies for our segments are the same as those disclosed within our significant accounting policies in Note 2, “Basis of Presentation and Significant Accounting Policies.” Our management evaluates the performance of each reportable segment based on its respective operating profit results, which include the allocation of certain centrally incurred corporate costs. Certain corporate costs not allocated to segments include information technology, human resources, executive and finance expenses, and legal costs and settlements. Additionally, share-based compensation, actuarial adjustments to self-insurance reserves related to prior years, acquisition and integration costs, and changes in fair values of contingent consideration are not allocated to segments. Management does not review asset information by segment, therefore we do not present assets in this note.
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13. SUBSEQUENT EVENTS
Restructuring
In the fourth quarter of 2025, we implemented a restructuring program to further streamline our operations and improve the efficiency of our support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between the Company’s cost structure and our strategic growth objectives. We anticipate incurring approximately $10.0 million of restructuring charges during the fourth quarter of 2025 related to these organizational actions. We continue to review our overhead and cost structure for additional efficiency opportunities under this program.
Share Repurchase Program
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to facilitate an understanding of the results of operations and financial condition of ABM. This MD&A is provided as a supplement to, and should be read in conjunction with, our Financial Statements and our Annual Report on Form 10-K for the year ended October 31, 2024, which has been filed with the SEC. This MD&A contains forward-looking statements about our business, operations, and industry that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our future results and financial condition may be materially different from those we currently anticipate. See “Forward-Looking Statements” for more information.
Throughout the MD&A, amounts and percentages may not recalculate due to rounding. Unless otherwise indicated, all information in the MD&A and references to years are based on our fiscal years, which end on October 31.
Business Overview
ABM is a leading provider of integrated facility solutions, customized by industry, with a mission to make a difference, every person, every day.
ELEVATE Strategy
In December 2021, we announced our multiyear strategic plan called ELEVATE. The ELEVATE strategy is designed to strengthen our industry leadership position through end-market repositioning and build on our core services, which we expect will drive significant long-term value for our stakeholders.
We will continue to make significant investments over the life of the program, which are expected to total $200 - $215 million, and we will continue to implement various measures with the aim to ELEVATE:
•the client experience, by serving as a trusted advisor who can provide innovative multiservice solutions and consistent service delivery;
•the team member experience, by investing in workforce management, training, developing the next generation of ABM leaders, and building on our inclusive culture; and
•our use of technology and data to power client and employee experiences with cutting-edge data and analytics, processes, and tools that will fundamentally change how we operate our business.
Restructuring Program
In the fourth quarter of 2025, we launched a restructuring program to further streamline our operations and improve the efficiency of our support functions. This initiative is intended to enhance overall organizational effectiveness and ensure alignment between our cost structure and strategic growth objectives. Once fully implemented in early 2026, this program is expected to deliver approximately $35.0 million of annualized cost savings. We expect to record $10.0 million in restructuring charges related to these actions in the fourth quarter.
We will continue to review our overhead and cost structure for efficiency opportunities under this program.
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Segment Reporting
Our current reportable segments consist of B&I, M&D, Aviation, Education, and Technical Solutions, as further described below.
| REPORTABLE SEGMENTS AND DESCRIPTIONS | |||||
 | B&I, our largest reportable segment, encompasses comprehensive facility solutions, including janitorial and maintenance, facilities engineering, and parking and transportation management to a diverse range of clients. Our expertise extends to commercial real estate properties, including corporate offices for high-tech clients, sports and entertainment venues, and both traditional hospitals and non-acute healthcare facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, cost-plus, and parking arrangements (i.e., management reimbursement, leased location, or allowance) that are obtained through a competitive bid process as well as pursuant to work orders. | ||||
 | M&D provides integrated facility services, engineering, janitorial and maintenance, and other specialized solutions to a variety of manufacturing, distribution, and data center facilities. We typically provide these services pursuant to monthly fixed-price, square-foot, and cost-plus, that are obtained through a competitive bid process as well as pursuant to work orders. | ||||
 | Aviation provides comprehensive support services to airlines and airports, including parking and transportation management, janitorial and maintenance services, passenger assistance, catering logistics, aircraft cabin maintenance, and transportation solutions. We typically provide services to clients in this segment under master services agreements. These agreements are typically re-bid upon renewal and are generally structured as monthly fixed-price, square-foot, cost-plus, parking, transaction-price, and hourly arrangements. | ||||
 | Education delivers comprehensive facility services to public school districts, private schools, colleges, and universities. Our services include janitorial and custodial services, landscaping and grounds maintenance, facilities engineering, and parking management. These services are typically provided pursuant to monthly fixed-price, square-foot, and cost-plus arrangements that are obtained through either a competitive bid process or re-bid upon renewal as well as pursuant to work orders. | ||||
 | Technical Solutions specializes in comprehensive facility infrastructure services, including mechanical and electrical systems, EV charging station design, installation, and maintenance, as well as microgrid systems encompassing uninterrupted power supply (“UPS”) systems and power distribution units. These offerings are strategically leveraged for cross-selling across all our industry groups, both domestically and internationally. Contracts for this segment are generally structured as electrical contracting services for energy related products such as the installation of solar solutions, battery storage, distributed generation, and other specialized electric trade. | ||||
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Key Financial Highlights
•Revenues increased by $129.8 million, or 6.2%, to $2,224.0 million during the three months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 5.0% and acquisition growth of 1.2%. The organic revenue growth was due to net new business and expansion of business with existing customers among all our industry groups. The increase in revenues includes strategic pricing decisions for contract rebids within B&I and for select new wins within M&D, as well as higher project revenues due to the higher microgrid projects within Technical Solutions. Acquisition growth was driven by a $25.5 million revenue increase from the Quality Uptime and LMC acquisitions.
•We had an increase in operating profit of $46.0 million, to $83.4 million, during the three months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributed to:
◦respective revenue increases for all industry groups and operational efficiencies within Aviation and Education.
The increase was partially offset by:
◦strategic pricing decisions for contract rebids and proactive extensions, combined with managing the timing of contract escalations to maintain and expand certain customer accounts within B&I; and
◦strategic pricing on select new wins within M&D.
•Our effective tax rates for the three months ended July 31, 2025, and July 31, 2024, were 29.6% and 74.0%, respectively. Our effective tax rate for the three months ended July 31, 2025, was not impacted by any significant discrete items. Our effective tax rate for the three months ended July 31, 2024, was impacted by discrete items related to energy efficiency incentives and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition
•Net cash provided by operating activities was $101.0 million and $196.3 million during the nine months ended July 31, 2025, and July 31, 2024, respectively. The decrease was primarily driven by an increase in working capital requirements due to the transition to the Company’s new ERP system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025. There has been significant improvement in operating cash flows during the third quarter, and we anticipate full normalization in the fourth quarter.
•Dividends of $49.4 million were paid to shareholders, and dividends totaling $0.795 per common share were declared during the nine months ended July 31, 2025. Additionally, in August 2025 we repurchased 0.49 million shares for $23.0 million, excluding excise taxes, making our total share purchases in 2025 1.46 million shares for $71.3 million, excluding excise taxes.
•At July 31, 2025, total outstanding borrowings under our Amended Credit Facility were $1.5 billion. At July 31, 2025, we had up to $621.7 million of borrowing capacity.
26
Results of Operations
Three Months Ended July 31, 2025, Compared with the Three Months Ended July 31, 2024
Consolidated
| Three Months Ended July 31, | |||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 2,224.0 | $ | 2,094.2 | $ | 129.8 | 6.2% | ||||||||||||||||
| Operating expenses | 1,949.6 | 1,831.0 | 118.6 | 6.5% | |||||||||||||||||||
| Gross margin | 12.3 | % | 12.6 | % | (23) bps | ||||||||||||||||||
| Selling, general and administrative expenses | 177.5 | 211.8 | (34.3) | (16.2)% | |||||||||||||||||||
| Amortization of intangible assets | 13.4 | 14.0 | (0.6) | (4.2)% | |||||||||||||||||||
| Operating profit | 83.4 | 37.4 | 46.0 | NM* | |||||||||||||||||||
| Income from unconsolidated affiliates | 1.3 | 1.8 | (0.5) | (29.0)% | |||||||||||||||||||
| Interest expense | (25.3) | (21.2) | (4.1) | (19.5)% | |||||||||||||||||||
| Income before income taxes | 59.4 | 18.0 | 41.4 | NM* | |||||||||||||||||||
| Income tax provision | (17.6) | (13.3) | (4.3) | (31.8)% | |||||||||||||||||||
| Net income | 41.8 | 4.7 | 37.1 | NM* | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Interest rate swaps | 0.8 | (12.4) | 13.2 | NM* | |||||||||||||||||||
| Foreign currency translation and other | (1.5) | 2.7 | (4.2) | NM* | |||||||||||||||||||
| Income tax (provision) / benefit | (0.2) | 3.2 | (3.4) | NM* | |||||||||||||||||||
| Comprehensive income (loss) | $ | 41.0 | $ | (1.8) | $ | 42.8 | NM* | ||||||||||||||||
*Not meaningful
Revenues
Revenues increased by $129.8 million, or 6.2%, to $2,224.0 million during the three months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 5.0% and acquisition growth of 1.2%. The organic revenue growth was due to net new business and expansion of business with existing customers among all our industry groups. The increase in revenues includes strategic pricing decisions for contract rebids within B&I and for select new wins within M&D, as well as higher project revenues due to the higher microgrid projects within Technical Solutions. Acquisition growth was driven by a $25.5 million revenue increase from the Quality Uptime and LMC acquisitions.
Operating Expenses
Operating expenses increased by $118.6 million, or 6.5%, to $1,949.6 million during the three months ended July 31, 2025, as compared to the prior year period. Gross margin decreased by 23 bps to 12.3% in the three months ended July 31, 2025, from 12.6% in the prior year period. The decrease in gross margin was primarily driven by strategic pricing decisions for contract rebids within B&I and select new wins within M&D as well as the management of contract escalation timing to maintain and expand certain customer accounts within B&I. This was partially offset by operational efficiencies within Aviation and Education and a decrease in the prior year insurance adjustment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased by $34.3 million, or 16.2%, to $177.5 million during the three months ended July 31, 2025, as compared to the prior year period. The decrease in selling, general and administrative expenses was primarily attributable to:
•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024.
27
The decrease was partially offset by:
•an $11.1 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions.
Amortization of Intangible Assets
Amortization of intangible assets decreased by $0.6 million, or 4.2%, to $13.4 million during the three months ended July 31, 2025, as compared to the prior year period. The decrease was primarily due to the lower amortization of intangibles, primarily intangibles acquired as part of the Able and GCA acquisitions, partially offset by amortization of intangibles from the Quality Uptime and LMC acquisitions.
Interest Expense
Interest expense increased by $4.1 million, or 19.5%, to $25.3 million during the three months ended July 31, 2025, as compared to the prior year period, and was driven by higher borrowings from our Amended Credit Facility to fund working capital requirements due to the transition to the Company’s new ERP system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025, and payment of the $75.0 million contingent consideration liability related to the RavenVolt Acquisition.
Income Taxes from Operations
Our effective tax rates from income on operations for the three months ended July 31, 2025, and July 31, 2024, were 29.6% and 74.0%, respectively, resulting in provisions for taxes of $17.6 million and $13.3 million, respectively.
Our effective tax rate for the three months ended July 31, 2025, was not impacted by any significant discrete items. Our effective tax rate for the three months ended July 31, 2024, was impacted by discrete items related to energy efficiency incentives and the non-taxable change in the fair value of the contingent consideration related to the RavenVolt Acquisition.
Interest Rate Swaps
We had a gain of $0.8 million on interest rate swaps during the three months ended July 31, 2025, as compared to a loss of $12.4 million during the three months ended July 31, 2024, primarily due to underlying changes in the fair value of our interest rate swaps.
Foreign Currency Translation
We had a foreign currency translation loss of $1.5 million during the three months ended July 31, 2025, as compared to a foreign currency translation gain of $2.7 million during the three months ended July 31, 2024. This change was due to fluctuations in the exchange rate between the U.S. dollar (“USD”) and the British pound sterling (“GBP”). Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.
28
Segment Information
Financial Information for Each Reportable Segment
| Three Months Ended July 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Business & Industry | $ | 1,038.7 | $ | 1,010.6 | $ | 28.1 | 2.8% | ||||||||||||||||
| Manufacturing & Distribution | 408.9 | 377.1 | 31.8 | 8.4% | |||||||||||||||||||
| Aviation | 291.8 | 268.4 | 23.4 | 8.7% | |||||||||||||||||||
| Education | 235.1 | 228.3 | 6.8 | 3.0% | |||||||||||||||||||
| Technical Solutions | 249.5 | 209.7 | 39.8 | 19.0% | |||||||||||||||||||
| $ | 2,224.0 | $ | 2,094.2 | $ | 129.8 | 6.2% | |||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Business & Industry | $ | 73.8 | $ | 77.8 | $ | (4.0) | (5.2)% | ||||||||||||||||
| Operating profit margin | 7.1 | % | 7.7 | % | (60) bps | ||||||||||||||||||
| Manufacturing & Distribution | 36.4 | 40.9 | (4.5) | (11.1)% | |||||||||||||||||||
| Operating profit margin | 8.9 | % | 10.9 | % | (196) bps | ||||||||||||||||||
| Aviation | 19.7 | 17.8 | 1.9 | 11.0% | |||||||||||||||||||
| Operating profit margin | 6.8 | % | 6.6 | % | 14 bps | ||||||||||||||||||
| Education | 21.1 | 18.0 | 3.1 | 17.2% | |||||||||||||||||||
| Operating profit margin | 9.0 | % | 7.9 | % | 109 bps | ||||||||||||||||||
| Technical Solutions | 19.4 | 17.9 | 1.5 | 8.5% | |||||||||||||||||||
| Operating profit margin | 7.8 | % | 8.5 | % | (75) bps | ||||||||||||||||||
| Corporate | (85.7) | (130.6) | 44.9 | 34.4% | |||||||||||||||||||
| Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions | (1.3) | (1.8) | 0.5 | 29.0% | |||||||||||||||||||
| Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions | — | (2.6) | 2.6 | NM* | |||||||||||||||||||
| $ | 83.4 | $ | 37.4 | $ | 46.0 | 123.0% | |||||||||||||||||
*Not meaningful
| Business & Industry | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 1,038.7 | $ | 1,010.6 | $ | 28.1 | 2.8% | ||||||||||||||||
| Operating profit | 73.8 | 77.8 | (4.0) | (5.2)% | |||||||||||||||||||
| Operating profit margin | 7.1 | % | 7.7 | % | (60) bps | ||||||||||||||||||
B&I revenues increased by $28.1 million, or 2.8%, to $1,038.7 million during the three months ended July 31, 2025, as compared to the prior year period. The revenue increase was primarily driven by client expansions both domestic and international. This includes strategic pricing decisions for contract rebids and proactive extensions, as well as higher volumes in our sports and entertainment business. Management reimbursement revenues for this segment totaled $75.4 million and $69.9 million for the three months ended July 31, 2025 and 2024, respectively.
Operating profit decreased by $4.0 million, or 5.2%, to $73.8 million during the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 60 bps to 7.1% in the three months ended July 31, 2025, from 7.7% in the prior year period. The decrease in operating profit margin was primarily driven by strategic pricing decisions for contract rebids and proactive extensions, combined with managing contract escalation timing to maintain and expand certain customer accounts.
29
| Manufacturing & Distribution | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 408.9 | $ | 377.1 | $ | 31.8 | 8.4% | ||||||||||||||||
| Operating profit | 36.4 | 40.9 | (4.5) | (11.1)% | |||||||||||||||||||
| Operating profit margin | 8.9 | % | 10.9 | % | (196) bps | ||||||||||||||||||
M&D revenues increased by $31.8 million, or 8.4%, to $408.9 million during the three months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing clients and new business wins, including strategic pricing decisions for select new wins. This was partially offset by a loss of a certain customer in the first quarter of 2025.
Operating profit decreased by $4.5 million, or 11.1%, to $36.4 million during the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 196 bps to 8.9% in the three months ended July 31, 2025, from 10.9% in the prior year period. The decrease in operating profit margin was primarily attributable to strategic pricing on select new wins, and investments made in the fourth quarter of 2024 to hire certain technical expertise to support future growth.
| Aviation | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase | ||||||||||||||||||||
| Revenues | $ | 291.8 | $ | 268.4 | $ | 23.4 | 8.7% | ||||||||||||||||
| Operating profit | 19.7 | 17.8 | 1.9 | 11.0% | |||||||||||||||||||
| Operating profit margin | 6.8 | % | 6.6 | % | 14 bps | ||||||||||||||||||
Aviation revenues increased by $23.4 million, or 8.7%, to $291.8 million during the three months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $13.3 million and $9.6 million for the three months ended July 31, 2025 and 2024, respectively.
Operating profit increased by $1.9 million, or 11.0%, to $19.7 million for the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 14 bps to 6.8% in the three months ended July 31, 2025. The operating profit margin increased primarily due to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by weather-related inefficiencies.
| Education | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase | ||||||||||||||||||||
| Revenues | $ | 235.1 | $ | 228.3 | $ | 6.8 | 3.0% | ||||||||||||||||
| Operating profit | 21.1 | 18.0 | 3.1 | 17.2% | |||||||||||||||||||
| Operating profit margin | 9.0 | % | 7.9 | % | 109 bps | ||||||||||||||||||
Education revenues increased by $6.8 million, or 3.0%, to $235.1 million during the three months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to net new business and scope expansions with the existing clients.
Operating profit increased by $3.1 million, or 17.2%, to $21.1 million for the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 109 bps to 9.0% in the three months ended July 31, 2025, from 7.9% in the prior year period. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount.
30
| Technical Solutions | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 249.5 | $ | 209.7 | $ | 39.8 | 19.0% | ||||||||||||||||
| Operating profit | 19.4 | 17.9 | 1.5 | 8.5% | |||||||||||||||||||
| Operating profit margin | 7.8 | % | 8.5 | % | (75) bps | ||||||||||||||||||
Technical Solutions revenues increased by $39.8 million, or 19.0%, to $249.5 million during the three months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 6.8% and acquisition growth of 12.2%. The organic revenue growth was primarily driven by higher project revenues due to the microgrid projects as well as certain infrastructure solutions projects, partially offset by a decrease in electric vehicle charging station revenues. Acquisition growth was driven by a $25.5 million revenue increase from the Quality Uptime and LMC acquisitions.
Operating profit increased by $1.5 million, or 8.5%, to $19.4 million during the three months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 75 bps to 7.8% in the three months ended July 31, 2025, from 8.5% in the prior year period. The decrease in operating profit margin was primarily attributable to service mix and higher amortization of intangible assets.
| Corporate | |||||||||||||||||||||||
| Three Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Decrease | ||||||||||||||||||||
| Corporate expenses | $ | (85.7) | $ | (130.6) | $ | 44.9 | 34.4 | % | |||||||||||||||
Corporate expenses decreased by $44.9 million, or 34.4%, to $85.7 million during the three months ended July 31, 2025, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:
•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024; and
•a $7.1 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.
The decrease was partially offset by:
•a $4.2 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions.
31
Results of Operations
Nine Months Ended July 31, 2025, Compared with the Nine Months Ended July 31, 2024
Consolidated
| Nine Months Ended July 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 6,450.5 | $ | 6,182.0 | $ | 268.5 | 4.3% | ||||||||||||||||
| Operating expenses | 5,645.7 | 5,420.8 | 224.9 | 4.1% | |||||||||||||||||||
| Gross margin | 12.5 | % | 12.3 | % | 16 bps | ||||||||||||||||||
| Selling, general and administrative expenses | 521.7 | 526.3 | (4.6) | (0.9)% | |||||||||||||||||||
| Amortization of intangible assets | 39.9 | 42.2 | (2.3) | (5.5)% | |||||||||||||||||||
| Operating profit | 243.3 | 192.8 | 50.5 | 26.2% | |||||||||||||||||||
| Income from unconsolidated affiliates | 3.4 | 4.7 | (1.3) | (28.4)% | |||||||||||||||||||
| Interest expense | (72.1) | (63.1) | (9.0) | (14.2)% | |||||||||||||||||||
| Income before income taxes | 174.6 | 134.4 | 40.2 | 29.9% | |||||||||||||||||||
| Income tax provision | (47.0) | (41.3) | (5.7) | (13.8)% | |||||||||||||||||||
| Net income | 127.6 | 93.1 | 34.5 | 37.0% | |||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||
| Interest rate swaps | (5.7) | (18.1) | 12.4 | (68.6)% | |||||||||||||||||||
| Foreign currency translation and other | 5.2 | 6.4 | (1.2) | (18.8)% | |||||||||||||||||||
| Income tax benefit | 1.5 | 4.7 | (3.2) | (68.9)% | |||||||||||||||||||
| Comprehensive income | $ | 128.6 | $ | 86.1 | $ | 42.5 | 49.3% | ||||||||||||||||
*Not meaningful
Revenues
Revenues increased by $268.5 million, or 4.3%, to $6,450.5 million during the nine months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 3.4% and acquisition growth of 0.9%. The organic revenue growth was primarily driven by higher project revenues due to the higher microgrid projects within Technical Solutions and the net new business and expansion of business with existing customers within Aviation, B&I, M&D, and Education, partially offset by strategic pricing decisions, including for contract rebids within B&I and for new wins within M&D. Acquisition growth was driven by a $54.8 million revenue increase from the Quality Uptime and LMC acquisitions.
Operating Expenses
Operating expenses increased by $224.9 million, or 4.1%, to $5,645.7 million during the nine months ended July 31, 2025, as compared to the prior year period. Gross margin increased by 16 bps to 12.5% in the nine months ended July 31, 2025, from 12.3% in the nine months ended July 31, 2024. The increase in gross margin was primarily driven by operational efficiencies within Aviation and Education and a decrease in prior year insurance adjustment, partially offset by strategic pricing decisions for contract rebids and proactive extensions combined with managing contract escalation timing to maintain and expand certain customer accounts within B&I and strategic pricing on select new wins within M&D.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased by $4.6 million, or 0.9%, to $521.7 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The decrease in selling, general and administrative expenses was primarily attributable to:
•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024.
32
The decrease was partially offset by:
•a $24.8 million increase in compensation and related expenses primarily due to higher salaries, certain incentive plans, headcount expansion from recent acquisitions, and ongoing business growth; and
•a $6.4 million increase in costs associated with systems’ go-live.
Amortization of Intangible Assets
Amortization of intangible assets decreased by $2.3 million, or 5.5%, to $39.9 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. This decrease was due to lower amortization of intangibles, primarily intangibles acquired as part of the Able and GCA acquisitions, partially offset by amortization of intangibles from the Quality Uptime and LMC acquisitions.
Interest Expense
Interest expense increased by $9.0 million to $72.1 million during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The increase was driven by higher borrowings from our Amended Credit Facility to fund working capital requirements.
Income Taxes from Operations
Our effective tax rates on income from operations for the nine months ended July 31, 2025, and July 31, 2024, were 26.9% and 30.7%, respectively, resulting in provisions for taxes of $47.0 million and $41.3 million, respectively.
Our effective tax rate for the nine months ended July 31, 2025, benefited from discrete items, primarily from a return to provision adjustments related to our non-U.S. operations. Our effective tax rate for the nine months ended July 31, 2024, was impacted by discrete items, primarily from a change for uncertain tax positions, energy efficiency incentives, a return to provision adjustment related to our non-U.S. operations, a benefit for share-based compensation, and the non-taxable change in fair value of the contingent consideration related to the RavenVolt Acquisition.
Interest Rate Swaps
We had a loss of $5.7 million during the nine months ended July 31, 2025, as compared to a loss of $18.1 million during the nine months ended July 31, 2024, primarily due to underlying changes in the fair value of our interest rate swaps.
Foreign Currency Translation
We had a foreign currency translation gain of $5.2 million during the nine months ended July 31, 2025, as compared to a foreign currency translation gain of $6.4 million during the nine months ended July 31, 2024. This change was due to fluctuations in the exchange rate between the USD and the GBP. Future gains and losses on foreign currency translation will be dependent upon changes in the relative value of foreign currencies to the USD and the extent of our foreign assets and liabilities.
33
Segment Information
Financial Information for Each Reportable Segment
| Nine Months Ended July 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Business & Industry | $ | 3,077.2 | $ | 3,033.4 | $ | 43.8 | 1.4% | ||||||||||||||||
| Manufacturing & Distribution | 1,201.2 | 1,166.6 | 34.6 | 3.0% | |||||||||||||||||||
| Aviation | 822.0 | 756.1 | 65.9 | 8.7% | |||||||||||||||||||
| Education | 688.2 | 674.0 | 14.2 | 2.1% | |||||||||||||||||||
| Technical Solutions | 662.0 | 551.9 | 110.1 | 20.0% | |||||||||||||||||||
| $ | 6,450.5 | $ | 6,182.0 | $ | 268.5 | 4.3% | |||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Business & Industry | $ | 236.2 | $ | 235.0 | $ | 1.2 | 0.5% | ||||||||||||||||
| Operating profit margin | 7.7 | % | 7.7 | % | (7) bps | ||||||||||||||||||
| Manufacturing & Distribution | 115.6 | 125.9 | (10.3) | (8.1)% | |||||||||||||||||||
| Operating profit margin | 9.6 | % | 10.8 | % | (116) bps | ||||||||||||||||||
| Aviation | 48.4 | 40.6 | 7.8 | 19.5% | |||||||||||||||||||
| Operating profit margin | 5.9 | % | 5.4 | % | 53 bps | ||||||||||||||||||
| Education | 48.9 | 42.3 | 6.6 | 15.6% | |||||||||||||||||||
| Operating profit margin | 7.1 | % | 6.3 | % | 83 bps | ||||||||||||||||||
| Technical Solutions | 49.4 | 41.4 | 8.0 | 19.4% | |||||||||||||||||||
| Operating profit margin | 7.5 | % | 7.5 | % | (4) bps | ||||||||||||||||||
| Corporate | (251.8) | (285.0) | 33.2 | 11.6% | |||||||||||||||||||
| Adjustment for income from unconsolidated affiliates, included in Aviation and Technical Solutions | (3.4) | (4.7) | 1.3 | 28.4% | |||||||||||||||||||
| Adjustment for tax deductions for energy efficient government buildings, included in Technical Solutions | (0.1) | (2.6) | 2.5 | NM* | |||||||||||||||||||
| $ | 243.3 | $ | 192.8 | $ | 50.5 | 26.2% | |||||||||||||||||
*Not meaningful
| Business & Industry | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 3,077.2 | $ | 3,033.4 | $ | 43.8 | 1.4% | ||||||||||||||||
| Operating profit | 236.2 | 235.0 | 1.2 | 0.5% | |||||||||||||||||||
| Operating profit margin | 7.7 | % | 7.7 | % | (7) bps | ||||||||||||||||||
B&I revenues increased by $43.8 million, or 1.4%, to $3,077.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The revenue increase was primarily driven by client expansions both domestic and international, partially offset by strategic pricing decisions for contract rebids and attrition of certain engineering clients. Management reimbursement revenues for this segment totaled $218.4 million and $209.0 million for the nine months ended July 31, 2025 and 2024, respectively.
Operating profit increased by $1.2 million, or 0.5%, to $236.2 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 7 bps to 7.7% in the nine months ended July 31, 2025, from 7.7% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily driven by strategic pricing decisions for contract rebids and proactive extensions combined with managing contract escalation timing to maintain and expand certain customer accounts, partially offset by lower amortization of intangible assets.
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| Manufacturing & Distribution | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 1,201.2 | $ | 1,166.6 | $ | 34.6 | 3.0% | ||||||||||||||||
| Operating profit | 115.6 | 125.9 | (10.3) | (8.1)% | |||||||||||||||||||
| Operating profit margin | 9.6 | % | 10.8 | % | (116) bps | ||||||||||||||||||
M&D revenues increased by $34.6 million, or 3.0%, to $1,201.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to the expansion of business with existing clients and new business wins, including strategic pricing decisions for select new wins. This was partially offset by a loss of a certain customer in the first quarter of 2025.
Operating profit decreased by $10.3 million, or 8.1%, to $115.6 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 116 bps to 9.6% in the nine months ended July 31, 2025, from 10.8% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily attributable to strategic pricing on select new wins and investments made in the fourth quarter of 2024 to hire certain technical expertise to support future growth.
| Aviation | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase | ||||||||||||||||||||
| Revenues | $ | 822.0 | $ | 756.1 | $ | 65.9 | 8.7% | ||||||||||||||||
| Operating profit | 48.4 | 40.6 | 7.8 | 19.5% | |||||||||||||||||||
| Operating profit margin | 5.9 | % | 5.4 | % | 53 bps | ||||||||||||||||||
Aviation revenues increased by $65.9 million, or 8.7%, to $822.0 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to new business and scope expansions with the existing clients both domestically and internationally. Management reimbursement revenues for this segment totaled $36.5 million and $27.3 million for the nine months ended July 31, 2025 and 2024, respectively.
Operating profit increased by $7.8 million, or 19.5%, to $48.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 53 bps to 5.9% in the nine months ended July 31, 2025, from 5.4% in the nine months ended July 31, 2024. The increase was primarily attributable to contract mix and operational efficiencies, particularly in managing overhead costs, partially offset by base wage increases.
| Education | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase | ||||||||||||||||||||
| Revenues | $ | 688.2 | $ | 674.0 | $ | 14.2 | 2.1% | ||||||||||||||||
| Operating profit | 48.9 | 42.3 | 6.6 | 15.6% | |||||||||||||||||||
| Operating profit margin | 7.1 | % | 6.3 | % | 83 bps | ||||||||||||||||||
Education revenues increased by $14.2 million, or 2.1%, to $688.2 million during the nine months ended July 31, 2025, as compared to the prior year period. The increase was primarily attributable to net new business and expansion of business with existing customers.
Operating profit increased by $6.6 million, or 15.6%, during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin increased by 83 bps to 7.1% in the nine months ended July 31, 2025, from 6.3% in the nine months ended July 31, 2024. The increase in operating profit margin was primarily attributable to operational efficiencies, particularly in managing overtime, materials and supplies, and general and administrative headcount, partially offset by base wage increases.
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| Technical Solutions | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Increase / (Decrease) | ||||||||||||||||||||
| Revenues | $ | 662.0 | $ | 551.9 | $ | 110.1 | 20.0% | ||||||||||||||||
| Operating profit | 49.4 | 41.4 | 8.0 | 19.4% | |||||||||||||||||||
| Operating profit margin | 7.5 | % | 7.5 | % | (4) bps | ||||||||||||||||||
Technical Solutions revenues increased by $110.1 million, or 20.0%, to $662.0 million during the nine months ended July 31, 2025, as compared to the prior year period. Revenue growth was comprised of organic growth of 10.0% and acquisition growth of 10.0%. The organic revenue increase was primarily driven by higher project revenues due to the higher microgrid systems projects, partially offset by a decrease in electric vehicle charging station revenues. Acquisition growth was driven by a $54.8 million revenue increase from the Quality Uptime and LMC acquisitions.
Operating profit increased by $8.0 million, or 19.4%, to $49.4 million during the nine months ended July 31, 2025, as compared to the prior year period. Operating profit margin decreased by 4 bps to 7.5% in the nine months ended July 31, 2025, from 7.5% in the nine months ended July 31, 2024. The decrease in operating profit margin was primarily attributable to higher amortization of intangible assets.
| Corporate | |||||||||||||||||||||||
| Nine Months Ended July 31, | |||||||||||||||||||||||
| ($ in millions) | 2025 | 2024 | Decrease | ||||||||||||||||||||
| Corporate expenses | $ | (251.8) | $ | (285.0) | $ | 33.2 | 11.6% | ||||||||||||||||
Corporate expenses decreased by $33.2 million, or 11.6%, to $251.8 million during the nine months ended July 31, 2025, as compared to the prior year period. The decrease in corporate expenses was primarily attributable to:
•an absence of an adjustment to the contingent consideration related to the RavenVolt Acquisition as compared to a $36.0 million fair value adjustment to increase the contingent consideration recorded during the three months ended July 31, 2024; and
•a $16.8 million decrease in unfavorable self-insurance reserve adjustment as a result of actuarial evaluations completed.
This decrease was partially offset by:
•a $9.7 million increase in compensation and related expenses primarily due to higher salaries and headcount expansion from recent acquisitions; and
•a $5.4 million increase in costs associated with systems’ go-live.
Liquidity and Capital Resources
Our primary sources of liquidity are operating cash flows and borrowing capacity under our Amended Credit Facility. We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs.
In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include funding legal settlements, insurance claims, dividend payments, capital expenditures, share repurchases, mandatory loan repayments, contingent consideration payments from acquisitions, and systems
36
and technology transformation initiatives under our ELEVATE strategy. We anticipate long-term cash uses may also include strategic acquisitions. On a long-term basis, we will continue to rely on our Amended Credit Facility for any long-term funding not provided by operating cash flows.
We believe that our operating cash flows and borrowing capacity under our Amended Credit Facility are sufficient to fund our cash requirements for the next 12 months. In the event that our plans change or our cash requirements are greater than we anticipate, we may need to access the capital markets to finance future cash requirements. However, there can be no assurance that such financing will be available to us should we need it or, if available, that the terms will be satisfactory to us and not dilutive to existing shareholders.
Credit Facility
On September 1, 2017, we refinanced and replaced our then-existing $800.0 million credit facility with a new senior, secured five-year syndicated credit facility, consisting of a $900.0 million revolver and an $800.0 million amortizing term loan. In accordance with terms of the Credit Facility, the revolver was reduced to $800.0 million on September 1, 2018. On February 26, 2025, we amended and restated the Credit Facility (the “Amended Credit Facility”), extending the maturity date to February 26, 2030, and increasing the capacity of the revolving credit facility from $1.3 billion to $1.6 billion and the then-remaining term loan outstanding from $528.1 million to $600.0 million. The Amended Credit Facility provides for the issuance of up to $250.0 million for standby letters of credit and the issuance of up to $100.0 million in swingline advances.
The Amended Credit Facility contains certain covenants, including a maximum total net leverage ratio of 5.00 to 1.00, a maximum secured net leverage ratio of 4.00 to 1.00, and a minimum interest coverage ratio of 1.50 to 1.00, as well as other financial and non-financial covenants. In the event of a material acquisition, as defined in the Amended Credit Facility, we may elect to increase the maximum total net leverage ratio to 5.50 to 1.00 for a total of four fiscal quarters and increase the maximum secured net leverage ratio to 4.50 to 1.00 for a total of four fiscal quarters. Our borrowing capacity is subject to, and limited by, compliance with the covenants described above. At July 31, 2025, we were in compliance with these covenants.
During the three and nine months ended July 31, 2025, we made principal payments under the term loan of $7.5 million and $15.6 million, respectively. At July 31, 2025, the total outstanding borrowings under our Amended Credit Facility in the form of cash borrowings and standby letters of credit were $1.5 billion and $29.7 million, respectively, and our weighted average interest rate on all outstanding borrowings, excluding letters of credit, was 6.09%. At July 31, 2025, we had up to $621.7 million of borrowing capacity.
Reinvestment of Foreign Earnings
We plan to reinvest our foreign earnings to fund future non-U.S. growth and expansion, and we do not anticipate remitting such earnings to the United States.
IFM Insurance Company
IFM Assurance Company (“IFM”) is a wholly owned captive insurance company that we formed in 2015. IFM is part of our enterprise-wide, multiyear insurance strategy that is intended to better position our risk and safety programs and provide us with increased flexibility in the end-to-end management of our insurance programs. IFM began providing coverage to us as of January 1, 2015.
Share Repurchases
We repurchased shares under the share repurchase program during the three and nine months ended July 31, 2025, as summarized below. Share repurchases may take place on the open market or otherwise, and all or part of the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The share repurchase program may be suspended or discontinued at
37
any time without prior notice. At July 31, 2025, authorization for $106.1 million of repurchases remained under our share repurchase program.
| (in millions, except per share amounts) | Three Months Ended July 31, 2025 | Nine Months Ended July 31, 2025 | ||||||||||||
| Total number of shares purchased | 0.56 | 0.97 | ||||||||||||
Average price paid per share(1) | $ | 48.77 | $ | 49.82 | ||||||||||
Total cash paid for share repurchases(1) | $ | 27.1 | $ | 48.3 | ||||||||||
(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.
Cash Flows
In addition to revenues and operating profit, our management views operating cash flows as a good indicator of financial performance, because strong operating cash flows provide opportunities for growth both organically and through acquisitions. Operating cash flows primarily depend on: revenue levels; the quality and timing of collections of accounts receivable; the timing of payments to suppliers and other vendors; the timing and amount of income tax payments; and the timing and amount of payments on insurance claims and legal settlements.
| Nine Months Ended July 31, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 101.0 | $ | 196.3 | |||||||
| Net cash used in investing activities | (74.8) | (157.9) | |||||||||
| Net cash used in financing activities | (22.5) | (23.0) | |||||||||
Operating Activities
Net cash provided by operating activities was $101.0 million and $196.3 million during the nine months ended July 31, 2025, and July 31, 2024, respectively. The decrease was primarily driven by an increase in working capital requirements due to the transition to the Company’s new ERP system for our B&I and M&D segments that temporarily delayed invoicing to certain clients within these industry groups in the first half of 2025. There has been significant improvement in operating cash flows during the third quarter, and we anticipate full normalization in the fourth quarter. In addition, we made a $75.0 million payment for contingent consideration related to the RavenVolt Acquisition, of which $16.0 million was classified as an operating cash outflow during the nine months ended July 31, 2025.
Investing Activities
Net cash used in investing activities decreased by $83.1 million during the nine months ended July 31, 2025, as compared to the prior year period. This quarter’s activity was primarily related to purchases of property, plant and equipment and payment for the LMC Acquisition.
Financing Activities
Net cash used in financing activities was $22.5 million and $23.0 million during the nine months ended July 31, 2025, and July 31, 2024, respectively. This quarter’s activity was primarily related to an increase in share repurchases and a $75.0 million payment for contingent consideration related to the RavenVolt Acquisition, of which $59.0 million was classified as a financing cash outflow during the nine months ended July 31, 2025. This was partially offset by higher net borrowings from our Amended Credit Facility.
Contingencies
For disclosures on contingencies, see Note 10, “Commitments and Contingencies,” of the Notes to unaudited Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
38
Critical Accounting Policies and Estimates
Our Financial Statements are prepared in accordance with U.S. GAAP, which require us to make certain estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of our management. There have been no significant changes to our critical accounting policies and estimates. For a description of our critical accounting policies, see Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended October 31, 2024.
Recently Issued Accounting Pronouncements
Accounting Standard Updates | Topic | Summary | Effective Date/ Method of Adoption | |||||||||||||||||
| 2023-07 | Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | This ASU, issued in November 2023, improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard requires disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and are included within each reported measure of segment profit and loss, as well as the total amount of any other items included in segment operating results that were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. The amended disclosure requirements are required to be applied retrospectively. Beginning with the Company’s Form 10-K that will be filed for the annual period ending October 31, 2025, this ASU will result in expanded disclosures related to each reportable segment, but will have no impact on the Company’s financial position or results of operations. | This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. | |||||||||||||||||
| 2023-09 | Income Taxes (Topic 740): Improvements to Income Tax Disclosures | This ASU, issued in December 2023, is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. We are currently evaluating the impact of implementing this guidance on our financial statements. | This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. | |||||||||||||||||
| 2024-03 | Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This ASU, issued in November 2024, is intended to improve financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. We are currently evaluating the impact of implementing this guidance on our financial statements. | This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. | |||||||||||||||||
39
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There are no material changes related to market risk from the disclosures in our Annual Report on Form 10-K for the year ended October 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES.
a. Disclosure Controls and Procedures.
As of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer evaluated our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (2) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
b. Changes in Internal Control Over Financial Reporting.
To support the growth of our financial shared service capabilities and standardize our financial systems, we continue to update several key platforms, including our HR information systems, enterprise resource planning (“ERP”) system, and labor management system. The implementation of several key platforms involves changes in the systems that include internal controls. During the third quarter of 2023 and first quarter of 2025, we had a change in our internal control over financial reporting as a result of our implementation of a new ERP and key boundary systems for the Education, Business & Industry, and Manufacturing & Distribution industry groups that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The new ERP system and key boundary systems for these industry groups is replacing our legacy system in which a significant portion of our business transactions originate, are processed, and recorded. The rest of our industry groups will transition to our new ERP system and key boundary systems over the next several years. Our new ERP system and key boundary systems are intended to provide us with enhanced transactional processing and management tools, as compared with our legacy system, and is intended to enhance internal controls over financial reporting. We believe our new ERP system and key boundary systems will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures. Although some of the transitions have proceeded to date without material adverse effects, the possibility exists that they could adversely affect our internal controls over financial reporting and procedures.
There were no other changes in our internal control over financial reporting during the third quarter of 2025 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
A discussion of material developments in our litigation matters occurring in the period covered by this report is found in Note 10, “Commitments and Contingencies,” to the unaudited Consolidated Financial Statements in this Form 10-Q.
ITEM 1A. RISK FACTORS.
There have been no material changes to the risk factors identified in our Annual Report on Form 10-K for the year ended October 31, 2024, in response to Item 1A., “Risk Factors,” of Part I of the Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Common Stock Repurchases
Effective December 13, 2023, our Board of Directors expanded our existing share repurchase program by an additional $150.0 million. Share repurchases may take place on the open market or otherwise, and all or part of
40
the repurchases may be made pursuant to Rule 10b5-1 plans or in privately negotiated transactions. The timing of repurchases is at our discretion and will depend upon several factors, including market and business conditions, future cash flows, share price, share availability, and other factors. Repurchased shares are retired and returned to an authorized but unissued status. The repurchase program may be suspended or discontinued at any time without prior notice.
The following table sets forth, for the months indicated, our purchases of common stock in the third quarter of fiscal year 2025:
| (in millions, except per share amounts) | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan | ||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
| 5/1/2025 – 5/31/2025 | — | $ | — | — | $ | 133.2 | ||||||||||||||||||||
| 6/1/2025– 6/30/2025 | — | $ | — | — | $ | 133.2 | ||||||||||||||||||||
| 7/1/2025 – 7/31/2025 | 0.56 | $ | 48.77 | 0.56 | $ | 106.1 | ||||||||||||||||||||
| Total | 0.56 | $ | 48.77 | 0.56 | ||||||||||||||||||||||
(1) Average price paid per share and total cash paid for share repurchases does not include any excise tax for share repurchases as part of the Inflation Reduction Act of 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Trading Arrangements
During the three months ended July 31, 2025, certain of our “officers,” as defined in Rule 16a-1(f) of the Exchange Act, and directors adopted , modified, or terminated
Trading Arrangements | |||||||||||||||||||||||
Name and Title | Action | Date of Action | Rule 10b5-1 Trading Arrangement1 | Non-Rule 10b5-1 Trading Arrangement | Aggregate Number of Securities to Be Sold | Aggregate Number of Securities to Be Purchased | Duration | ||||||||||||||||
X | - | - | From October 14, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) | ||||||||||||||||||||
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ITEM 6. EXHIBITS.
(a) Exhibits
Exhibit No. | Exhibit Description | |||||||
| 31.1† | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
| 31.2† | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32‡ | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS† | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||
| 101.SCH† | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL† | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||
| 101.DEF† | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB† | Inline XBRL Taxonomy Label Linkbase Document | |||||||
| 101.PRE† | Inline XBRL Presentation Linkbase Document | |||||||
| 104† | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| * | Indicates management contract or compensatory plan, contract, or arrangement. | ||||
| † | Indicates filed herewith. | ||||
| ‡ | Indicates furnished herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ABM Industries Incorporated | ||||||||
| September 5, 2025 | /s/ David M. Orr | |||||||
David M. Orr Executive Vice President and Chief Financial Officer (Duly Authorized Officer) | ||||||||
| September 5, 2025 | /s/ Dean A. Chin | |||||||
| Dean A. Chin Senior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer (Principal Accounting Officer) | ||||||||
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Source:
FAQ
What revenue did ABM (ABM) report for the quarter ended July 31, 2025?
ABM reported revenue of $2,224.0 million for the three months ended July 31, 2025, up $129.8 million (6.2%) year-over-year.
How much organic growth did ABM report in Q3 2025?
ABM reported 5.0% organic revenue growth for the three months ended July 31, 2025.
What is ABM's borrowing position and credit facility status?
As of July 31, 2025, ABM had $1.5 billion outstanding under the Amended Credit Facility, with up to $621.7 million of borrowing capacity; the facility maturity was extended to February 26, 2030.
What acquisitions contributed to ABM's results in the period?
Quality Uptime and LMC contributed to acquisition growth, adding $25.5 million of revenue; Quality Uptime was acquired for $116.3 million (net cash purchase price).
What share repurchase authorization does ABM have?
As of September 3, 2025, ABM had $233.1 million of repurchase authorization remaining under its Share Repurchase Program.
Are there significant contingent obligations or guarantees?
ABM disclosed contingent consideration related to RavenVolt with an estimated remaining fair value of $34.1 million and guarantees totaling $200.6 million extending through 2045.
ABM Industries
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Specialty Business Services
Services-to Dwellings & Other Buildings
United States
NEW YORK