Acquisitions

12 Months Ended

Oct. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

Acquisition of Able

On September 30, 2021, we completed the Able Acquisition for a net cash purchase price of $741.7 million. Pursuant to the terms of the purchase agreement, approximately $12.1 million of the cash consideration was placed into escrow accounts, of which approximately $8.2 million was placed into escrow to satisfy any applicable indemnification claims for a period of 12 months. To fund the cash purchase price, we used cash on hand and borrowed $325.0 million on September 30, 2021, at an average interest rate of 1.58% from our revolving line of credit.

Preliminary Acquisition Accounting

The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The final acquisition accounting may include changes to customer relationships, goodwill, deferred taxes, legal matters, insurance claims reserves, and other liabilities. Goodwill arising from the Able Acquisition is not deductible for tax reporting purposes.

The following table summarizes the preliminary acquisition accounting based on currently available information:

(in millions)
Cash and cash equivalents	$	31.5
Trade accounts receivable(1)	159.3
Other assets	24.9
Customer relationships(2)	220.0
Trade names(2)	10.0
Goodwill(3)	554.0
Trade accounts payable	(27.0)
Accrued compensation	(38.2)
Insurance claims	(91.6)
Other liabilities	(41.7)
Deferred income tax liability, net	(59.5)
Net assets acquired	$	741.7

(1) The gross amount of trade accounts receivable was $160.6 million, of which $1.4 million was deemed uncollectible at October 31, 2021.

(2) The amortization periods for the acquired intangible assets are 15 years for customer relationships and 2 years for trade names.

(3) Goodwill is largely attributable to value we expect to obtain from long-term business growth, the established workforce, and buyer-specific synergies. This goodwill is not deductible for income tax purposes.

Financial Information

The Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended October 31, 2021, includes $101.1 million of revenue and $4.4 million of net income attributable to the operations of Able since the acquisition date. The operations of Able are included in our B&I segment.

The following table presents our unaudited pro forma results for 2021 and 2020 as though the Able Acquisition occurred on November 1, 2019. These results include adjustments for the estimated amortization of intangible assets, interest expense, and the income tax impact of the pro forma adjustments at the statutory rate of 28%. These unaudited pro forma results do not reflect the cost of integration activities or benefits from expected revenue enhancements and synergies.

	Years Ended October 31,
(in millions)	2021		2020
Pro forma revenue	$	7,223.2	$	7,078.2
Pro forma income (loss) from continuing operations(1)	139.1		(7.9)

(1) These results were adjusted to exclude $17.3 million of acquisition-related costs incurred during 2021, which are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss).