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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 333-81139
AMERICAN PLUMBING & MECHANICAL, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 76-0577626
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
1950 LOUIS HENNA BLVD.
ROUND ROCK, TEXAS 78664
(Address of Principal Executive Offices) (ZIP Code)
(512) 246-5260
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 of 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of November 4, 2002, there were outstanding 13,211,383 shares of
common stock and 331,116 shares of Class B common stock of the Registrant.
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AMERICAN PLUMBING & MECHANICAL, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2002
TABLE OF CONTENTS
Part I - Financial Information........................................................................................2
ITEM 1. Financial Statements......................................................................................2
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................13
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks..............................................18
ITEM 4. Controls and Procedures..................................................................................19
Part II - Other Information..........................................................................................20
ITEM 1. - Legal Proceedings.......................................................................................20
ITEM 2. - Changes in Securities and Use of Proceeds...............................................................20
ITEM 3. - Defaults Upon Senior Securities.........................................................................20
ITEM 4. - Submission of Matters to a Vote of Security Holders.....................................................20
ITEM 5. - Other Information.......................................................................................20
ITEM 6. - Exhibits and Reports on Form 8-K........................................................................21
SIGNATURES...........................................................................................................22
1
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
AMERICAN PLUMBING & MECHANICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
December 31, September 30,
2001 2002
---------------- ----------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,666 $ 3,430
Accounts receivable, net 96,412 97,667
Inventories 12,460 13,751
Costs and estimated earnings in excess of billings on uncompleted contracts 26,523 23,510
Prepaid expenses and other current assets 5,358 7,123
------------ ------------
Total current assets 142,419 145,481
PROPERTY AND EQUIPMENT, net 21,702 18,488
GOODWILL, net 154,739 119,973
OTHER NONCURRENT ASSETS 4,039 4,061
------------ ------------
Total assets $ 322,899 $ 288,003
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 69,465 $ 66,032
Billings in excess of costs and estimated earnings on uncompleted contracts 14,718 19,683
Current maturities of capital lease obligations 167 109
------------ ------------
Total current liabilities 84,350 85,824
LONG-TERM LIABILITIES:
Long-term debt 154,568 161,649
Other long-term liabilities 1,172 7,712
------------ ------------
Total liabilities 240,090 255,185
COMMITMENTS AND CONTINGENCIES (Note 5)
SERIES A REDEEMABLE PREFERRED STOCK, $.01 par value, $13.00 liquidation value,
10,000,000 shares authorized, 1,048,820 shares issued and outstanding 13,635 -
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 100,000,000 shares authorized, 13,211,383 shares
issued and outstanding 132 132
Class B common stock, $.01 par value, 5,000,000 shares authorized, 331,116 shares
issued and outstanding 3 3
Additional paid-in capital 41,805 45,051
Retained earnings/(deficit) 27,426 (12,368)
Accumulated other comprehensive loss (192) -
------------ ------------
Total stockholders' equity 69,174 32,818
------------ ------------
Total liabilities and stockholders' equity $ 322,899 $ 288,003
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
2
AMERICAN PLUMBING & MECHANICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------- --- -------------- -------------- -- ----------------
2001 2002 2001 2002
---------------- -------------- -------------- ----------------
REVENUES $ 157,663 $ 147,847 $ 461,744 $ 438,383
COST OF REVENUES
(including depreciation) 131,388 131,478 384,758 384,669
----------- ----------- ------------ ------------
Gross profit 26,275 16,369 76,986 53,714
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 15,767 14,931 44,883 48,694
GOODWILL AMORTIZATION 1,410 - 4,232 -
----------- ----------- ------------ ------------
Income from operations 9,098 1,438 27,871 5,020
OTHER INCOME (EXPENSE):
Interest expense (4,642) (4,321) (14,054) (12,660)
Interest income 26 22 72 73
Other 101 (520) 479 (578)
----------- ------------ ------------ ------------
Other expense, net (4,515) (4,819) (13,503) (13,165)
----------- ------------ ------------ ------------
INCOME/(LOSS) BEFORE PROVISION FOR INCOME TAXES 4,583 (3,381) 14,368 (8,145)
PROVISION FOR/(BENEFIT FROM) INCOME TAXES 2,378 (1,271) 7,389 (2,978)
----------- -------------- ------------ ---------------
INCOME/(LOSS) BEFORE CUMULATIVE EFFECT OF AN
ACCOUNTING CHANGE 2,205 (2,110) 6,979 (5,167)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, net of tax - - - 34,627
----------- -------------- ------------ ---------------
NET INCOME/(LOSS) 2,205 ( 2,110) 6,979 (39,794)
PREFERRED DIVIDENDS 341 171 1,023 682
----------- ----------- ------------ ------------
NET INCOME/ (LOSS) AVAILABLE TO
COMMON STOCKHOLDERS $ 1,864 $ (2,281) $ 5,956 $ (40,476)
=========== ============= ============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
3
AMERICAN PLUMBING & MECHANICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------
2001 2002
---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 6,979 $ (39,794)
Adjustments to reconcile net income to net cash provided by operating activities-
Cumulative effect of an accounting change - 34,751
Depreciation and amortization 8,438 4,085
Amortization of deferred compensation expense 143 85
(Gain)/loss on disposal of property and equipment (154) 782
Deferred income taxes (526) (631)
Increase (decrease) in cash flows from:
Accounts receivable, net (8,011) (1,255)
Inventories (2,274) (1,291)
Costs and estimated earnings in excess of billings on uncompleted contracts (3,908) 3,013
Prepaid expenses and other current assets (445) (1,410)
Accounts payable and accrued expenses 9,434 (3,293)
Billings in excess of costs and estimated earnings on uncompleted contracts 797 4,965
Other (334) 161
------------- -------------
Net cash provided by operating activities 10,139 168
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment (6,195) (3,291)
Proceeds from sale of property and equipment 563 1,473
Earnout payments to founding company stockholders (2,164) -
------------- -------------
Net cash used in investing activities (7,796) (1,818)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on bank credit facility 1,500 7,000
Payments of long-term debt (128) (145)
Payments of preferred dividends (682) (852)
Redemption of preferred stock - (2,589)
Distributions to stockholders (1,756) -
------------- -------------
Net cash provided by (used in) financing activities (1,066) 3,414
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,277 1,764
CASH AND CASH EQUIVALENTS, beginning of period 87 1,666
------------- -------------
CASH AND CASH EQUIVALENTS, end of period $1,364 $ 3,430
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for-
Interest $ 10,390 $ 8,902
Income taxes 315 3,505
The accompanying notes are an integral part of these consolidated
financial statements.
4
AMERICAN PLUMBING & MECHANICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
American Plumbing & Mechanical, Inc. and subsidiaries ("AMPAM" or the
"Company"), is the largest company in the United States focused primarily on the
plumbing contracting services industry. The Company also provides heating,
ventilation and air conditioning ("HVAC") and mechanical contracting services.
AMPAM provides plumbing, mechanical and HVAC installation services to single
family residential, multifamily residential and commercial construction
customers.
These unaudited interim statements should be read in conjunction with
the Company's historical consolidated financial statements and related notes
included in the Annual Report on Form 10-K as filed with the Securities and
Exchange Commission for the year ended December 31, 2001.
These unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the Securities and Exchange Commission
for reporting interim financial information. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
Management believes all adjustments necessary for a fair presentation of these
interim statements have been included and are of a normal and recurring nature.
The results of operations for interim periods are not necessarily indicative of
the results for the fiscal year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions by management in determining the reported amounts
of assets and liabilities, disclosures of contingent liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Significant estimates are used to determine the
Company's revenue on uncompleted contracts. These estimates also impact the
current asset and "Costs and estimated earnings in excess of billings on
uncompleted contracts" and the current liability "Billings in excess of costs
and estimated earnings on uncompleted contracts". See REVENUE RECOGNITION for a
further discussion. Estimates of the ultimate liability for losses under self
insured insurance programs are also included in the Company's consolidated
financial statements. Actual results could differ from those estimates.
REVENUE RECOGNITION
The Company recognizes revenue from construction contracts on the
percentage-of-completion method measured by the percentage of cost incurred to
total estimated costs for each contract. Contract costs include all direct
material and labor costs. Provisions for the total estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, estimated profitability,
and final contract settlements may result in revisions to costs and income, the
effects of which are recognized in the period the revisions are determined.
Revenues from services are recognized when services are performed.
5
The current asset, "Costs and estimated earnings in excess of billings
on uncompleted contracts," represents revenues recognized in excess of amounts
billed. The current liability, "Billings in excess of costs and estimated
earnings on uncompleted contracts," represents billings in excess of revenues
recognized.
3. LOCATION SHUTDOWNS
In August 2002, management decided to shut down the Company's commercial
operations in Sacramento, CA and Pensacola, FL as well as the single family
operations in southern Virginia. For the three months and nine months ended
September 30, 2002, these operations have collectively lost $8.2 million and
$16.9 million, respectively on a pretax basis. The Company has accrued $3.0
million on contracts where the total estimated completion costs exceed the
contract amount. This amount is included in "Accounts payable and accrued
expenses" as of September 30, 2002. During the quarter ended September 30, 2002,
the Company recorded an asset impairment loss of $0.5 million resulting from the
write-down of the carrying value of assets of the shutdown locations to net
realizable value. Management expects to incur additional costs related to the
shutdown of these operations; the extent and timing of which are undeterminable
at this time. The major portion of these losses relate to the commercial
operations in Sacramento, CA. As a result of the shutdown of these locations,
the Company has evaluated the carrying value of the goodwill associated with the
commercial segment as required under SFAS No. 142 "Goodwill and Other Intangible
Assets". At this point no impairment of goodwill is indicated.
The results of these shutdown operations included in income from
operations for the presented periods are as follows (unaudited, in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------- ----------------------------------
2001 2002 2001 2002
----------------- -------------- -------------- ----------------
Revenues $ 6,566 $ 8,862 $ 16,576 $ 34,082
Cost of revenues (including depreciation) 6,432 15,366 15,983 46,340
------------ ------------ ------------ ------------
Gross profit/(loss) 134 (6,504) 593 (12,258)
Selling, general and administrative expenses 522 1,126 1,393 4,066
------------ ------------ ------------ ------------
Loss from operations (388) (7,630) (800) (16,324)
Other, net 19 (563) 130 (551)
------------ -------------- ------------ ------------
Loss before provision for income taxes (369) (8,193) (670) (16,875)
Benefit from income taxes (144) (3,195) (261) (6,581)
------------ ------------ ------------ ---------------
Net loss $ (225) $ (4,998) $ (409) $ (10,294)
============ ============ ============ ===============
6
4. LONG TERM DEBT
Long-term debt consists of the following (in thousands):
December 31, September 30,
2001 2002
---------------- ------------------
Senior Subordinated Notes $ 93,586 $ 93,746
Bank Credit Facility 60,000 67,000
Capital lease obligations and other long-term obligations 1,149 1,012
---------------- ------------------
Less - Current maturities 154,735 161,758
---------------- ------------------
(167) (109)
$ 154,568 $161,649
================ ==================
On April 1, 1999, AMPAM entered into the Credit Facility with a total
commitment of $95.0 million. The Credit Facility was subsequently amended and
extended to mature on March 31, 2004. The Credit Facility bears interest, at the
Company's option, at the base rate of the arranging bank plus an applicable
margin, or at LIBOR plus an applicable margin. During the first quarter of 2002,
the Credit Facility was further amended to allow for, among other things, the
settlement of the lawsuit described in note 5 to the consolidated financial
statements. The Credit Facility requires the Company to maintain compliance with
certain specified financial covenants including minimum amounts of EBITDA,
maximum ratios of funded debt to EBITDA, a minimum fixed charge coverage ratio,
a minimum net worth, capital expenditure limitations and other restrictive
covenants. Additionally, the terms of the Credit Facility limit the ability of
the Company to incur additional indebtedness, dispose of assets and make
acquisitions or other investments. Additionally, the Company is restricted from
making its preferred dividend payments. After amending the Credit Facility in
August 2002, the Company is in compliance with its covenants.
As partial consideration to the banks for the amendment, certain fees
were paid and interest rates were increased. As a component of the August 2002
amendment, the total commitment under the Credit Facility was reduced to $90.0
million through December 30, 2002. The commitment was further reduced to $85.0
million through December 30, 2003 and $80.0 million thereafter. As an additional
component of the August 2002 amendment, any asset sales of the Company further
reduce the commitment under the Credit Facility by 75 percent of the proceeds
derived from the sale. For the three months ended September 30, 2002, the
Company received proceeds from the sale of assets of $1,266,000 resulting in a
reduction of the commitment of the Credit Facility of approximately $0.9 million
to $89.1 million. As of September 30, 2002, the Company had borrowings of $67.0
million leaving $22.1 million in availability under the Credit Facility.
Pursuant to the August 2002 amendment to the Credit Facility, the
Company may not pay any interest on the Senior Subordinated Notes until evidence
of compliance with the covenants of the Credit Facility is provided to the
banks. The Company was in compliance with the covenants of the Credit Facility
as of September 30, 2002 and the semi-annual interest payment was made on
October 15, 2002. This provision may cause the Company to make future
semi-annual interest payments late by approximately one week. The provisions of
the indenture covering the Senior Subordinated Notes allow a grace period of one
month on the interest payments.
7
5. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
In October 2001, AMPAM and its operating subsidiary AMPAM Christianson,
L.P. filed suit against two former stockholders of Christianson Enterprises who
were holders of approximately one-half of AMPAM's Series A Redeemable Preferred
Stock ("preferred stock") alleging, among other things, breaches of certain
provisions of the underlying acquisition agreement pursuant to which AMPAM
purchased Christianson Enterprises n/k/a AMPAM Christianson. In February 2002,
the defendants filed a counterclaim alleging, among other things, anticipatory
breach of the acquisition agreement. On April 1, 2002, the parties finalized a
settlement agreement and general release pursuant to which the defendants and
related parties tendered all of their preferred stock and AMPAM paid the
defendants and related parties $3.1 million. Upon transfer of consideration,
AMPAM retired the preferred stock and realized an increase in Additional Paid in
Capital of $3.8 million representing the liquidation value of the preferred
stock received net of the proceeds attributable to the preferred stock and costs
incurred to facilitate the settlement. As of April 1, 2002, the defendants and
their related parties held 524,410 shares of preferred stock with a liquidation
value of $6,817,330 and were due approximately $500,000 for outstanding but
undeclared dividends, all of which were included in the settlement. The parties
have no further duties, obligations, or liabilities to each other related to the
acquisition agreement or preferred stock and have released any and all claims
against each other.
Three remaining holders of preferred stock hold 524,410 combined
shares. The remaining preferred stockholders have exercised their right under
the terms of the preferred stock designation to require the Company to purchase
all of their preferred stock. Restrictions within the terms of the Company's
Credit Facility preclude redemption of the preferred stock and the payment of
further dividends. Because the preferred stock has been put to AMPAM, the
liquidation value of these shares have been classified as "Other long-term
liabilities" on the balance sheet as of September 30, 2002. Although legal
proceedings have been threatened to pursue judgment for the liquidation value of
the preferred stock, the Company is not aware of any legal proceedings initiated
by the remaining preferred stockholders, and the Company is negotiating with
them in an effort to reach an amicable resolution.
Additionally, because the Company has not purchased the preferred
stock, pursuant to the terms of the preferred stock designation, the Company may
not engage in the following activities without the affirmative vote of not less
than a majority of the holders of the preferred stock, voting together as a
single class:
(i) incur any additional indebtedness for borrowed money other
than borrowings under any credit facility to which the Company
is a party at such time and as in effect when any redemption
payment becomes due and is unpaid or at the time any dividend
payment becomes due and is unpaid;
(ii) effect (or make any agreement or become obligated to effect)
any (a) sale, lease, assignment, transfer or other conveyance
of the assets of the Company or its subsidiaries which
individually or in the aggregate would constitute a
significant subsidiary, (b) consolidation or merger involving
the Company or any of its subsidiaries, or (c) dissolution,
liquidation or winding-up of the Company or any of its
subsidiaries; provided however that in no event shall the
Company effect any sale, lease, assignment, transfer or other
conveyance of the assets of the Company or its subsidiaries to
affiliates of the Company;
(iii) make (or permit any subsidiary to make) any loan or advance
to, or own any stock or
8
other securities of, any subsidiary or other corporation,
partnership, or other entity unless it is wholly owned by
the Company and except for any such loans and advances which
do not in the aggregate exceed $250,000;
(iv) make any loan or advance to any person, including, without
limitation, any employee or director of the Company or any
subsidiary, except advances and similar expenditures in the
ordinary course of business; or
(v) acquire, by purchase, exchange, merger or otherwise, all or
substantially all of the properties or assets of any other
corporation or entity.
The Company is also involved in disputes or legal actions arising in
the ordinary course of business. Management does not believe the outcome of such
outstanding legal actions will have a material adverse effect on the Company's
financial position or results of operations.
INSURANCE
AMPAM is self insured for health care, workers' compensation, and
general, property and auto liability up to predetermined amounts above which
third party insurance applies. Other types of exposures, including an umbrella
policy, are insured through third party insurance. Management believes an
adequate provision for claims or losses incurred by the Company has been
reflected in the consolidated balance sheets.
INTEREST RATE SWAP
In order to mitigate the interest rate risk associated with its
variable rate debt, the Company entered into an interest rate swap with a
notional amount of $30 million that expired on September 28, 2002. AMPAM's risk
management policy related to this swap agreement was to hedge the exposure to
interest rate movements on a portion of its long-term debt. Under the swap,
payments were made based on a fixed rate of 3.51% and received on a LIBOR based
variable rate. The swap was settled on a quarterly basis with the interest rate
differential received or paid by AMPAM recognized as an adjustment to interest
expense. The swap expired on September 28, 2002. As such, no further derivative
liability exists as of September 30, 2002.
6. GOODWILL
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). SFAS 142 addresses the accounting and reporting for
acquired goodwill and other intangible assets, and provides that goodwill should
not be amortized. Rather, it must be tested for impairment annually or more
frequently if circumstances indicate potential impairment. SFAS 142 was
effective January 1, 2002. SFAS 142 also required the Company to complete a
transitional goodwill impairment test within six months from the date of
adoption. The adoption of SFAS 142 on January 1, 2002, resulted in a write-down
of goodwill of approximately $34.7 million. This charge, which came from the
Company's commercial operations, was non-cash in nature and did not adversely
affect the Company's financial covenant compliance with its lenders. The
write-down of goodwill was recorded, net of tax benefit of $0.1 million, as a
cumulative effect of a change in an accounting principle.
Prospectively, the Company will annually evaluate the carrying amount
of goodwill associated with its operating segments using a discounted cash flow
methodology to identify any potential impairment of goodwill.
9
7. OPERATING SEGMENTS
The Company modified its internal organizational structure during the
fourth quarter of 2001 and divided its business into three reporting segments:
single family residential, multifamily residential and commercial. These
operating segments offer similar products and services with differing
complexities to distinct customer groups. They are managed separately because
each business requires different operating and marketing strategies. All three
reporting segments operate domestically, with no intersegment or foreign sales.
These segments share similar growth strategies and provide plumbing and HVAC
services; however, the different segments provide services to different
customers, and have different competitors.
The single family residential market includes housing projects, small
condominium projects, and town house development. The multifamily residential
market includes large condominium and apartment projects. The commercial market
includes retail establishments, office buildings, hotels, assisted-living
centers, waste water and water purification plants, manufacturing plants and
other industrial complexes and public and private institutional buildings
including schools, hospitals, dormitories, military and other governmental
facilities, stadiums, arenas, convention centers, airports and prisons.
The financial information presented for each segment does not
allocate corporate overhead costs. Corporate expenses in the periods presented
included costs related to operational, sales and marketing, accounting and
administrative support. Corporate assets primarily include cash, deferred tax
assets, debt issuance costs, goodwill and other intangible assets, fixed assets
related to the Company's corporate office and non-trade accounts receivable. Net
intersegment receivables and payables are reflected in total assets in the
following table. The Company measures performance of the segments based on
income from operations.
Segment information for the quarters ended September 30, 2002 and 2001
is as follows (unaudited, in thousands):
2002
Single
Family Multifamily Commercial Corporate Total
------ ----------- ---------- --------- -----
Revenues $ 84,567 $ 38,828 $ 24,452 $ - $ 147,847
Gross profit/(loss) 13,450 7,721 (4,510) (292) 16,369
Income/(loss) from operations 5,991 4,669 (6,898) (2,324) 1,438
Total assets 71,050 65,226 36,266 115,461 288,003
Capital spending 478 251 55 14 798
Depreciation expense 635 272 358 56 1,321
10
2001
Single
Family Multifamily Commercial Corporate Total
------ ----------- ---------- --------- -----
Revenues $ 83,077 $ 44,969 $ 29,617 $ - $ 157,663
Gross profit/(loss) 14,265 9,311 2,819 (120) 26,275
Income/(loss) from operations 7,072 5,884 800 (4,658) 9,098
Total assets 80,933 63,738 21,299 166,066 332,036
Capital spending 608 290 789 120 1,807
Depreciation expense 690 278 431 27 1,426
Segment information for the nine months ended September 30, 2002 and
2001 is as follows (unaudited, in thousands):
2002
Single
Family Multifamily Commercial Corporate Total
------ ----------- ---------- --------- -----
Revenues $ 237,472 $ 120,685 $ 80,183 $ 43 $ 438,383
Gross profit/(loss) 38,334 22,136 (6,594) (162) 53,714
Income/(loss) from operations 14,884 11,683 (14,197) (7,350) 5,020
Capital spending 1,171 1,048 587 485 3,291
Depreciation expense 1,954 778 1,202 151 4,085
2001
Single
Family Multifamily Commercial Corporate Total
------ ----------- ---------- --------- -----
Revenues $ 244,127 $ 132,308 $ 85,309 $ - $ 461,744
Gross profit/(loss) 42,936 26,086 8,374 (410) 76,986
Income/(loss) from operations 22,336 16,228 2,838 (13,531) 27,871
Capital spending 3,377 921 1,667 230 6,195
Depreciation expense 2,062 805 1,269 70 4,206
8. COMPREHENSIVE INCOME/(LOSS)
Total Comprehensive Income/(Loss) for the three months ended September
30, 2001 and 2002 was $2.1 million and $(2.0) million, respectively. Total
Comprehensive Income/(Loss) for the nine months ended September 30, 2001 and
2002 was $6.8 million and $(39.6) million, respectively.
9. RECENT ACCOUNTING PRONOUNCEMENTS
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of
11
FASB Statement No. 13, and Technical Corrections." SFAS No.145, among other
things, amends SFAS No.4 and SFAS No. 64, to require that gains and losses from
the extinguishment of debt generally be classified within continuing operations.
The provisions of SFAS No. 145 are effective for fiscal years beginning after
May 15, 2002 and early application is encouraged. At September 30, 2002, "Other
Noncurrent Assets" included $1.0 million of capitalized costs associated with
the Credit Facility and $2.6 million of capitalized costs associated with the
Senior Subordinated Notes. Additionally, the discount related to the Senior
Subordinated Notes was $1.3 million at September 30, 2002. These amounts are
amortized as a component of interest expense. Historically, these items were
presented as an extraordinary gain or loss upon early extinguishment of the
related indebtedness. Under SFAS No. 145, such items are expensed within income
from continuing operations if the related indebtedness is retired. The Company
has no such plans for retirement at this time.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 replaces Emerging
Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity". This standard
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. This statement is effective for exit or disposal
activities that are initiated after December 31, 2002. The Company has followed
the requirements of SFAS No. 146 in accounting for the location shutdown
described in note 3.
12
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE
IN THIS QUARTERLY REPORT ON FORM 10-Q AND THE CONSOLIDATED FINANCIAL STATEMENTS
AND RELATED NOTES AND OTHER DETAILED INFORMATION REGARDING AMPAM INCLUDED IN OUR
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 AND OTHER
REPORTS FILED BY US WITH THE SECURITIES AND EXCHANGE COMMISSION.
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended ("Securities Act") and
Section 21E of the Exchange Act to be covered by safe harbors created thereby.
Such forward-looking statements are made only as of the date of this report and
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the Company, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Readers
are cautioned that such information involves risks and uncertainties, including
those created by general market conditions, competition and the possibility that
events may occur which limit the ability of American Plumbing & Mechanical, Inc.
and subsidiaries ("AMPAM", the "Company", "we" or "us") to maintain or improve
its operating results. Such risks, uncertainties and other important factors
include, among others, retention of key management, a national economic downturn
or one or more regional downturns in construction, shortages of labor and
specialty building materials, difficulty in obtaining or increased costs
associated with debt financing, seasonal fluctuations in the demand for plumbing
and HVAC systems, and the use of incorrect project cost estimates which are used
to determine our percentage of completion and revenue on uncompleted jobs. All
statements, other than statements of historical facts, included or incorporated
by reference in this report that address activities, events or developments that
we expect or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
business strategy and measures to implement such strategy, competitive
strengths, goals, expansion and growth of our business and operations, plans,
references to future success, as well as other statements which include words
such as "anticipate," "believe," "plan," "estimate," "expect," and "intend" and
other similar expressions, constitute forward-looking statements. Although we
believe that the assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate, and the
inclusion of such information should not be regarded as a representation that it
will occur.
GENERAL
American Plumbing and Mechanical, Inc. and subsidiaries ("AMPAM", the
"Company", "we" or "us") is the largest company in the United States focused
primarily on the plumbing contracting services industry. The Company also
provides heating, ventilation and air conditioning ("HVAC") and mechanical
contracting services. We provide plumbing, mechanical and HVAC installation
services to single family residential, multifamily residential and commercial
construction customers.
13
RESULTS OF OPERATIONS
In August 2002, management decided to shutdown our commercial
operations in Sacramento, CA and Pensacola, FL as well as our single family
operations in southern Virginia. For the three months and nine months ended
September 30, 2002, these operations have collectively incurred net losses of
$8.2 million and $16.9 million, respectively, on a pretax basis. Management
expects to incur additional costs related to the shutdown of these operations,
the extent and timing of which are undeterminable at this time. The major
portion of these losses relate to our commercial operations in Sacramento, CA.
The results of these shutdown operations included in income from
operations for the presented periods are as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------- ----------------------------------
2001 2002 2001 2002
----------------- -------------- -------------- ----------------
Revenues $ 6,566 $ 8,862 $ 16,576 $ 34,082
Cost of revenues (including depreciation) 6,432 15,366 15,983 46,340
------------ ------------ ------------ ------------
Gross profit/(loss) 134 (6,504) 593 (12,258)
Selling, general and administrative expenses 522 1,126 1,393 4,066
------------ ------------ ------------ ------------
Loss from operations (388) (7,630) (800) (16,324)
Other, net 19 (563) 130 (551)
------------ -------------- ------------ ------------
Loss before provision for income taxes (369) (8,193) (670) (16,875)
Benefit from income taxes (144) (3,195) (261) (6,581)
------------ ------------ ------------ ---------------
Net loss $ (225) $ (4,998) $ (409) $ (10,294)
============ ============ ============ ===============
Three months ended September 30, 2001 compared to three months ended September
30, 2002
Revenues decreased $9.9 million, from $157.7 million for the three
months ended September 30, 2001, to $147.8 million for the three months ended
September 30, 2002. Our most significant revenue decreases were in our ongoing
commercial operations in Ohio and San Diego ($9.0 million). The revenue decrease
in our commercial markets was attributable to a focus on higher margin
contracts, the weaker economy and increased competition, which resulted in fewer
contracts being received. We noted smaller revenue reductions in other markets
which were partially offset by revenue increases in our startup operations of
$3.9 million, excluding our commercial startup in Sacramento, CA which had a
revenue increase of $5.4 million.
Gross profit decreased $9.9 million, from $26.3 million for the three
months ended September 30, 2001, to $16.4 million for the three months ended
September 30, 2002. Our locations that are being shut down accounted for $6.6
million of the decrease. The gross profit decrease at locations that are being
shut down is due to losses resulting from unfavorable changes in job estimates
and poor field performance. The decrease in gross profit from ongoing operations
of $3.3 million is due to overall lower volume and lower gross margins. These
decreases were partially offset by a $0.7 million increase in gross profit from
our start up operations (excluding our commercial startup in Sacramento, CA).
14
Gross margin decreased from 16.7% for the three months ended September
30, 2001 to 11.1% for the three months ended September 30, 2002, primarily due
to lower margins at locations that are being shut down. Gross margin from
ongoing operations decreased from 17.3% for the three months ended September 30,
2001 to 16.4% for the three months ended September 30, 2002. Gross margins from
our startups have improved from 12.2% for the three months ended September 30,
2001 to 14.5% for the three months ended September 30, 2002. The decrease in
gross margin was mainly due to higher workers compensation insurance and
casualty insurance costs.
Selling, general and administrative expenses decreased $0.9 million,
from $15.8 million for the three months ended September 30, 2001, to $14.9
million for the three months ended September 30, 2002. The decrease in selling,
general and administrative expenses was primarily due to reductions in personnel
costs.
The goodwill amortization for the three months ended September 30, 2001
was $1.4 million. As a result of our adoption of SFAS 142, we no longer amortize
goodwill. See note 6 to the consolidated financial statements for further
discussion of this item.
Interest expense decreased $0.3 million, from $4.6 million for the
three months ended September 30, 2001, to $4.3 million for the three months
ended September 30, 2002. The decrease in interest expense was attributable to
lower interest rates and lower average levels of debt.
Net income (loss) decreased $4.3 million, from net income of $2.2
million for the three months ended September 30, 2001, to net loss of ($2.1)
million for the three months ended September 30, 2002 The net loss was primarily
due to an increase in losses incurred by the locations that are being shut down
($4.8 million). The ongoing operations reflected an improvement in net income of
$0.5 million resulting from lower interest expense and lower selling, general
and administrative expenses.
Nine months ended September 30, 2001 compared to nine months ended September 30,
2002
Revenues decreased $23.3 million from $461.7 million for the nine
months ended September 30, 2001, to $438.4 million for the nine months ended
September 30, 2002. Our most significant revenue decreases were in our ongoing
commercial operations in Ohio and San Diego ($24.7 million) and our Austin, TX
single family market ($14.3 million). The revenue decrease in these markets was
attributable to a focus on higher margin contracts, the weaker economy and
increased competition, which resulted in fewer contracts being received. These
decreases were partially offset by revenue increases in our startup operations
of $16.1 million, excluding our commercial startup in Sacramento, CA which had a
revenue increase of $22.9 million.
Gross profit decreased $23.3 million, from $77.0 million for the nine
months ended September 30, 2001, to $53.7 million for the nine months ended
September 30, 2002. Our locations that are being shutdown accounted for $12.8
million of the decrease. The gross profit decrease at locations that are being
shut down is due to losses resulting from unfavorable changes in job estimates
and poor field performance. The decrease in gross profit from ongoing operations
of $10.5 million is due to overall lower volume and lower gross margins. These
decreases were partially offset by a $2.6 million increase in gross profit from
our start up operations (excluding our commercial startup in Sacramento, CA).
Gross margin decreased from 16.7% for the nine months ended September
30, 2001 to 12.3% for the nine months ended September 30, 2002, primarily due to
lower margins at the locations that are being shut down. Gross margin from
ongoing operations decreased from 17.2% for the nine months ended September 30,
2001 to 16.3% for the nine months ended September 30, 2002. Gross margins from
our startups have improved from 7.4% for the nine months ended September 30,
2001 to 13.0% for the nine
15
months ended September 30, 2002. The decrease in gross margin was mainly due to
higher workers compensation insurance and casualty insurance costs.
Selling, general and administrative expenses increased $3.8 million,
from $44.9 million for the nine months ended September 30, 2001, to $48.7
million for the nine months ended September 30, 2002. The increase in selling,
general and administrative expenses was primarily due to higher property and
casualty insurance costs and increased costs to support the increased volume at
our startup locations.
The goodwill amortization for the nine months ended September 30, 2001
was $4.2 million. As a result of our adoption of SFAS 142, we no longer amortize
goodwill. See note 6 to the consolidated financial statements for further
discussion of this item.
Interest expense decreased $1.4 million for the nine months ended
September 30, 2002 as compared to the same period in 2001. This was a result of
lower interest rates and lower average levels of debt.
The cumulative effect of an accounting change represents the charge we
recorded to reflect the transitional impairment adjustment required by SFAS 142.
The goodwill write-down of $34.6 million (net of tax benefit) was generated by
our commercial segment.
Net income (loss) decreased $46.8 million, from net income of $7.0
million for the nine months ended September 30, 2001, to net loss of ($39.8)
million for the nine months ended September 30, 2002 The net loss was primarily
due to the write-down of goodwill associated with the commercial segment and the
losses associated with locations that are being shutdown. The net loss was
primarily due to an increase in losses incurred by the locations that are being
shut down ($9.9 million).
SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions by management in determining the reported amounts
of assets and liabilities, disclosures of contingent liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Significant estimates are used to determine the
Company's revenue on uncompleted contracts. These estimates also impact the
current asset and "Costs and estimated earnings in excess of billings on
uncompleted contracts" and the current liability "Billings in excess of costs
and estimated earnings on uncompleted contracts". See REVENUE RECOGNITION for a
further discussion. Estimates of the ultimate liability for losses under self
insured insurance programs are also included in the Company's consolidated
financial statements. Actual results could differ from those estimates.
REVENUE RECOGNITION
AMPAM recognizes revenue from construction contracts on the
percentage-of-completion method measured by the percentage of cost incurred to
total estimated costs for each contract. Contract costs include all direct
material and labor costs. Provisions for the total estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, estimated profitability,
and final contract settlements may result in revisions to costs and income, the
effects of which are recognized in the period the revisions are determined.
Revenues from services are recognized when services are performed.
The current asset, "Costs and estimated earnings in excess of billings
on uncompleted contracts,"
16
represents revenues recognized in excess of amounts billed. The current
liability, "Billings in excess of costs and estimated earnings on uncompleted
contracts," represents billings in excess of revenues recognized.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2002 the Company had $59.7 million in working
capital and $161.6 million of outstanding long-term indebtedness, including
capital lease obligations totaling $1.0 million.
For the nine months ended September 30, 2002, net cash provided by
operating activities was $0.2 million. This was primarily attributable to income
from the ongoing operations and a decrease in working capital offset by losses
incurred at locations that are being shutdown. Cash used in investing activities
was $1.8 million which primarily relates to the capital expenditures of $3.3
million, offset by proceeds from sales of property and equipment. Cash provided
by financing activities for the nine months ended September 30, 2002, was $3.4
million and was primarily obtained from net borrowings on our Credit Facility of
$7.0 million which was used to invest in the business and retire preferred
shares of $2.6 million.
For the nine months ended September 30, 2001, net cash provided by
operating activities was $10.1 million resulting primarily from operations. Cash
used in investing activities was $7.8 million which primarily relates to the
capital expenditures of $6.2 million and earnout payments of $2.2 million. Cash
used in financing activities for the nine months ended September 30, 2001, was
$1.1 million and was primarily obtained from net borrowings on our Credit
Facility offset by a $1.8 million earnout distribution to former shareholders of
AMPAM Christianson.
On April 1, 1999, we entered into the Credit Facility with a total
commitment of $95.0 million. The Credit Facility was subsequently amended and
extended to mature on March 31, 2004. The Credit Facility bears interest, at our
option, at the base rate of the arranging bank plus an applicable margin, or at
LIBOR plus an applicable margin. During the first quarter of 2002, we further
amended the Credit Facility to allow for, among other things, the settlement of
the lawsuit described in note 5 to the consolidated financial statements. During
August 2002, the Credit Facility was further amended to provide covenant relief.
Under this amendment, the Company is also restricted from making any preferred
dividend payments. As partial consideration to the banks for the amendment,
certain fees were paid and interest rates were increased. After the latest
amendment, we are in compliance with all covenants of the Credit Facility.
As a component of the August 2002 amendment, the total commitment under
the Credit Facility was reduced to $90.0 million through December 30, 2002. The
commitment was further reduced to $85.0 million through December 30, 2003 and
$80.0 million thereafter. As an additional component of the August 2002
amendment, any asset sales of the Company further reduce the commitment under
the Credit Facility by 75 percent of the proceeds derived from the sale. For the
three months ended September 30, 2002, the Company received proceeds from the
sale of assets of $1,266,000 resulting in a reduction of the commitment of the
Credit Facility of approximately $0.9 million to $89.1 million. As of September
30, 2002, we had borrowings of $67.0 leaving $22.1 million available under the
Credit Facility. The goodwill impairment resulting from the adoption of SFAS 142
during the first quarter did not adversely affect the Company's financial
covenant compliance with its lenders.
Pursuant to the August 2002 amendment to the Credit Facility, the
Company may not pay any interest on the Senior Subordinated Notes until evidence
of compliance with the covenants of the Credit Facility is provided to the
banks. We were in compliance with the covenants of the Credit Facility as of
September 30, 2002 and the semi-annual interest payment was made on October 15,
2002. Current forecasts indicate continued compliance with the existing
covenants through the maturity of the Credit
17
Facility in April 2004. This provision in the August amendment may cause the
Company to make future semi-annual interest payments late by approximately one
week. The provisions of the indenture covering the Senior Subordinated Notes
allow a grace period of one month on the interest payments.
In October 2001, AMPAM and its operating subsidiary AMPAM Christianson,
L.P. filed suit against two former stockholders of Christianson Enterprises who
were holders of approximately one-half of AMPAM's Series A Redeemable Preferred
Stock ("preferred stock") alleging, among other things, breaches of certain
provisions of the underlying acquisition agreement pursuant to which AMPAM
purchased Christianson Enterprises n/k/a AMPAM Christianson. In February 2002,
the defendants filed a counterclaim alleging, among other things, anticipatory
breach of the acquisition agreement. On April 1, 2002, the parties finalized a
settlement agreement and general release pursuant to which the defendants and
related parties tendered all of their preferred stock and AMPAM paid the
defendants and related parties $3.1 million. Upon transfer of consideration,
AMPAM retired the preferred stock and realized an increase in Additional Paid in
Capital of $3.8 million representing the liquidation value of the preferred
stock received net of the proceeds attributable to the preferred stock and costs
incurred to facilitate the settlement. As of April 1, 2002, the defendants and
their related parties held 524,410 shares of preferred stock with a liquidation
value of $6,817,330 and were due approximately $500,000 for outstanding but
undeclared dividends, all of which were included in the settlement. The parties
have no further duties, obligations, or liabilities to each other related to the
acquisition agreement or preferred stock and have released any and all claims
against each other.
Three remaining holders of preferred stock, hold 524,410 combined
shares. The remaining preferred stockholders have exercised their right under
the terms of the preferred stock designation to require the Company to purchase
all of their preferred stock. Restrictions within the terms of the Company's
Credit Facility preclude redemption of the preferred stock and the payment of
further dividends. Because the preferred stock has been put to AMPAM, the
liquidation value of these shares have been classified as "Other long-term
liabilities" on the balance sheet as of September 30, 2002. Although legal
proceedings have been threatened to pursue judgment for the liquidation value of
the preferred stock, the Company is not aware of any legal proceedings initiated
by the remaining preferred stockholders, and the Company is negotiating with
them in an effort to reach an amicable resolution. See note 5 to the
consolidated financial statements.
We anticipate that our cash flow from operations and borrowings under
the Credit Facility will provide sufficient cash to enable us to meet our
working capital needs, debt service requirements, and planned capital
expenditures for property and equipment through the maturity of the Credit
Facility in April 2004. Management will seek additional sources of capital
before the Credit Facility is due.
SEASONALITY
The plumbing and mechanical contracting services industry is influenced
by seasonal factors, which generally result in lower activity during winter
months than in other periods. As a result, we expect that our revenues and
profits will generally be lower in the first and fourth quarters of each fiscal
year, and higher in the second and third quarters.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks
We are exposed to various market risks primarily related to potential
adverse changes in interest rates. In the normal course of business, we employ
established policies and procedures to manage this risk. Our exposure to changes
in interest rates primarily results from our short-term and long-term debt with
both fixed and floating interest rates. AMPAM's debt with fixed interest rates
consists of Senior Subordinated Notes and capital leases. Our debt with variable
interest rates consists primarily of the Credit Facility.
18
In order to mitigate the interest rate risk associated with our
variable rate debt, we entered into an interest rate swap with a notional amount
of $30 million that expired on September 28, 2002. Our risk management policy
related to this swap agreement was to hedge the exposure to interest rate
movements on a portion of our long-term debt. Under the extension, payments were
made based on a fixed rate of 3.51% and received on a LIBOR based variable rate.
The swap was settled on a quarterly basis with the interest rate differential
received or paid by AMPAM recognized as an adjustment to interest expense. The
swap expired on September 28, 2002. As such, no further derivative liability
exists as of September 30, 2002. A one percent increase in the interest rate on
the variable rate debt would result in an annual increase of $0.7 million in
interest expense.
Other than the items mentioned above, there were no other material
quantitative or qualitative changes during the first nine months of fiscal 2002
in the Company's market risk sensitive instruments.
ITEM 4. Controls and Procedures
Within the 90-day period before the filing of this report, an
evaluation was carried out under the supervision and with the participation of
the Company's management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures. Based on that evaluation, the CEO and CFO
have concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to the Company's management, including the CEO
and CFO, as appropriate, to allow timely decisions regarding required
disclosure.
AMPAM also maintains a system of internal accounting controls that are
designed to provide reasonable assurance that the books and records of the
Company accurately reflect the transactions of the Company and that the
Company's polices and procedures are followed. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect such controls since the most recent evaluation of these
controls, including any corrective actions with regard to significant
deficiencies or material weaknesses in the Company's internal controls.
19
PART II - OTHER INFORMATION
ITEM 1. - Legal Proceedings
In October 2001, AMPAM and its operating subsidiary AMPAM Christianson,
L.P. filed suit against two former stockholders of Christianson Enterprises who
were holders of approximately one-half of AMPAM's Series A Redeemable Preferred
Stock ("preferred stock") alleging, among other things, breaches of certain
provisions of the underlying acquisition agreement pursuant to which AMPAM
purchased Christianson Enterprises n/k/a AMPAM Christianson. In February 2002,
the defendants filed a counterclaim alleging, among other things, anticipatory
breach of the acquisition agreement. On April 1, 2002, the parties finalized a
settlement agreement and general release pursuant to which the defendants and
related parties tendered all of their preferred stock and AMPAM paid the
defendants and related parties $3.1 million. Upon transfer of consideration,
AMPAM retired the preferred stock and realized an increase in Additional Paid in
Capital of $3.8 million representing the liquidation value of the preferred
stock received net of the proceeds attributable to the preferred stock and costs
incurred to facilitate the settlement. As of April 1, 2002, the defendants and
their related parties held 524,410 shares of preferred stock with a liquidation
value of $6,817,330 and were due approximately $500,000 for outstanding but
undeclared dividends, all of which were included in the settlement. The parties
have no further duties, obligations, or liabilities to each other related to the
acquisition agreement or preferred stock and have released any and all claims
against each other.
There are three remaining holders of preferred stock, that hold 524,410
combined shares. The remaining preferred stockholders have exercised their right
to require the Company to purchase all of their preferred stock. Restrictions
within the terms of the Company's Credit Facility preclude redemption of the
preferred stock and the payment of further dividends. Although legal proceedings
have been threatened to pursue judgment for the liquidation value of the
preferred stock, the Company is not aware of any legal proceedings initiated by
the remaining preferred stockholders, and the Company is negotiating with them
in an effort to reach an amicable resolution.
From time to time we are involved in litigation relating to claims
arising out of operations in the normal course of business. AMPAM maintains
insurance coverage against potential claims in an amount which management
believes to be adequate. Currently, we are not aware of any legal proceedings or
pending claims that we believe will have a material adverse effect on our
consolidated financial position or consolidated results of operations.
ITEM 2. - Changes in Securities and Use of Proceeds
None
ITEM 3. - Defaults Upon Senior Securities
None
ITEM 4. - Submission of Matters to a Vote of Security Holders
None
ITEM 5. - Other Information
None
20
ITEM 6. - Exhibits and Reports on Form 8-K
(a) The exhibits to this report are listed below
*3.1 Amended and Restated Certificate of Incorporation (American
Plumbing& Mechanical, Inc. Registration Statement on Form
S-4 (File No. 333-81139), Exhibit 3.1).
*3.2 Amended and Restated Bylaws (American Plumbing & Mechanical,
Inc. Registration Statement on Form S-4 (File No.
333-81139), Exhibit 3.2).
*3.3 Certificate of Designations of 10% Cumulative Redeemable
Convertible Preferred Stock, Series A (American Plumbing &
Mechanical, Inc. Registration Statement on Form S-4 (File
No. 333-81139), Exhibit 3.3).
*4.1 Indenture, dated May 19, 1999, by and among American
Plumbing & Mechanical, Inc., State Street Bank and Trust
Company and the other parties named therein with respect to
$125,000,000 11 5/8% Senior Subordinated Notes due 2008
(American Plumbing & Mechanical, Inc. Registration Statement
on Form S-4 (File No. 333-81139), Exhibit 4.1).
*10.14 Agreement and Second Amendment to $95.0 million Senior
Secured Credit Facility Agreement dated August 12, 2002
among American Plumbing & Mechanical, Inc., Bank One, NA and
the other lenders party thereto (American Plumbing &
Mechanical, Inc. Form 10-Q (June 30, 2002) SEC File No.
333-81139, Exhibit 10.14).
99.1 Certification of Robert A. Christianson pursuant to 18
U.S.C.ss.1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of David C. Baggett pursuant to 18
U.S.C.ss.1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Incorporated by reference
The registrant filed no reports on Form 8-K during the period covered
by this quarterly report.
21
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.
AMERICAN PLUMBING AND MECHANICAL, INC.
Date: November 14, 2002 By: /s/ David C. Baggett
--------------------
David C. Baggett
President, Chief Operating Officer
and Chief Financial Officer
22
CERTIFICATIONS
I, Robert A. Christianson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Plumbing
& Mechanical, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Robert A. Christianson
-------------------------------
Robert A. Christianson,
Chief Executive Officer
(Principal Executive Officer)
23
I, David C. Baggett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Plumbing
& Mechanical, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ David C. Baggett
------------------------------
David C. Baggett,
Chief Financial Officer
(Principal Financial Officer)
24
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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*3.1 Amended and Restated Certificate of Incorporation (American
Plumbing& Mechanical, Inc. Registration Statement on Form
S-4 (File No. 333-81139), Exhibit 3.1).
*3.2 Amended and Restated Bylaws (American Plumbing & Mechanical,
Inc. Registration Statement on Form S-4 (File No.
333-81139), Exhibit 3.2).
*3.3 Certificate of Designations of 10% Cumulative Redeemable
Convertible Preferred Stock, Series A (American Plumbing &
Mechanical, Inc. Registration Statement on Form S-4 (File
No. 333-81139), Exhibit 3.3).
*4.1 Indenture, dated May 19, 1999, by and among American
Plumbing & Mechanical, Inc., State Street Bank and Trust
Company and the other parties named therein with respect to
$125,000,000 11 5/8% Senior Subordinated Notes due 2008
(American Plumbing & Mechanical, Inc. Registration Statement
on Form S-4 (File No. 333-81139), Exhibit 4.1).
*10.14 Agreement and Second Amendment to $95.0 million Senior
Secured Credit Facility Agreement dated August 12, 2002
among American Plumbing & Mechanical, Inc., Bank One, NA and
the other lenders party thereto (American Plumbing &
Mechanical, Inc. Form 10-Q (June 30, 2002) SEC File No.
333-81139, Exhibit 10.14).
99.1 Certification of Robert A. Christianson pursuant to 18
U.S.C.ss.1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of David C. Baggett pursuant to 18
U.S.C.ss.1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Incorporated by reference