<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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: 1-11849
AMERICAN RESIDENTIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0484996
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
POST OAK TOWER, SUITE 725 77056-5604
5051 WESTHEIMER ROAD (Zip code)
HOUSTON, TEXAS
(Address of principal executive offices)
</TABLE>
(713) 599-0100
(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 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 [X] No [ ]
At May 14, 1998, 15,880,870 shares of Common Stock, par value $.001 per
share, of the registrant were outstanding.
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<PAGE> 2
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 5,190 $ 3,001
Accounts receivable --
Trade, net of allowance of $2,315 and $2,225........... 47,383 47,266
Other.................................................. 8,821 9,450
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. 5,337 6,119
Inventories............................................... 17,847 16,326
Prepaid expenses and other current assets................. 3,282 3,832
Net assets held for resale................................ 425 771
-------- --------
Total current assets.............................. 88,285 86,765
PROPERTY AND EQUIPMENT, net................................. 35,528 34,347
GOODWILL, net............................................... 205,528 207,728
OTHER NONCURRENT ASSETS..................................... 5,972 5,921
-------- --------
Total assets...................................... $335,313 $334,761
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 1,284 $ 1,363
Accounts payable and accrued liabilities.................. 53,409 46,757
Unearned revenue on service and warranty contracts........ 6,001 6,082
Billings in excess of costs and estimated earnings on
uncompleted contracts.................................. 4,497 2,417
-------- --------
Total current liabilities......................... 65,191 56,619
LONG-TERM DEBT, net of current maturities................... 135,087 142,822
UNEARNED REVENUE ON SERVICE AND WARRANTY CONTRACTS.......... 472 474
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 10,000,000 shares
authorized; none issued and outstanding................ -- --
Common stock, $.001 par value, 50,000,000 shares
authorized; 15,321,322 and 15,384,400 shares issued and
outstanding............................................ 15 15
Additional paid-in capital................................ 152,983 153,171
Retained deficit.......................................... (18,435) (18,340)
-------- --------
Total stockholders' equity........................... 134,563 134,846
-------- --------
Total liabilities and stockholders' equity........ $335,313 $334,761
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE> 3
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
-------------------
1997 1998
------- --------
<S> <C> <C>
REVENUES.................................................... $70,908 $101,080
COST OF SERVICES............................................ 50,885 76,028
------- --------
Gross profit.............................................. 20,023 25,052
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 16,579 22,711
------- --------
INCOME FROM OPERATIONS...................................... 3,444 2,341
OTHER INCOME (EXPENSE):
Interest expense.......................................... (1,120) (2,750)
Interest income........................................... 35 43
Other, net................................................ 248 536
------- --------
INCOME BEFORE INCOME TAXES.................................. 2,607 170
PROVISION FOR INCOME TAXES.................................. 1,047 75
------- --------
NET INCOME.................................................. $ 1,560 $ 95
======= ========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING................... 13,389 15,363
======= ========
BASIC EARNINGS PER SHARE.................................... $ 0.12 $ 0.01
======= ========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING................. 13,901 15,440
======= ========
DILUTED EARNINGS PER SHARE.................................. $ 0.11 $ 0.01
======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
--------------------
1997 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 1,560 $ 95
Adjustments to reconcile net income to net cash provided
by (used in) operating activities --
Depreciation and amortization......................... 2,068 3,057
Deferred tax expense.................................. 220 --
Loss (gain) on sale of property and equipment......... 201 (322)
Current taxes on acquired S corporations.............. 674 --
Changes in operating assets and liabilities --
(Increase) decrease in --
Accounts receivable, net......................... (804) 49
Cost and estimated earnings in excess of billings (776)
on uncompleted contracts........................ (782)
Inventories...................................... (1,557) 1,567
Prepaid expenses and other current assets........ (365) (544)
Other noncurrent assets.......................... 14 105
Increase (decrease) in --
Accounts payable and accrued liabilities......... (1,072) (7,071)
Unearned revenue on service and warranty (439)
contracts....................................... (16)
Billings in excess of costs and estimated 121
earnings on uncompleted contracts............... (2,080)
Other, net............................................ (641) (1,511)
-------- --------
Net cash used in operating activities.............. (796) (7,453)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment....................... (2,183) (2,224)
Proceeds from sales of property and equipment............. 79 2,221
Cash paid for business acquisitions, net of cash (673)
acquired................................................ (2,447)
-------- --------
Net cash used in investing activities.............. (2,777) (2,450)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt...................... (38,498) (16,547)
Proceeds from borrowings on long-term debt................ 37,885 24,205
Exercise of stock options................................. -- 90
S corporation dividends paid by the Restated Businesses... (1,097) --
Other, net................................................ (105) (34)
-------- --------
Net cash provided by (used in) financing (1,815)
activities........................................ 7,714
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (5,388) (2,189)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 9,984 5,190
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 4,596 $ 3,001
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest................................................ $ 661 $ 1,620
Income taxes............................................ 644 989
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. BASIS OF PRESENTATION
In October 1995, American Residential Services, Inc. ("ARS" and,
collectively with its subsidiaries, the "Company") was founded to create a
leading national provider of (i) comprehensive maintenance, repair and
replacement services for heating, ventilating and air conditioning ("HVAC"),
plumbing, electrical, indoor air quality and other systems and major home
appliances in homes and small commercial buildings and (ii) new installation of
those systems in homes and small commercial facilities under construction
(collectively "residential services"). Through its wholly owned subsidiary,
American Mechanical Services, ARS also provides comprehensive maintenance,
repair, replacement, reconfiguration and monitoring services for HVAC, plumbing
and electrical systems and controls in existing large commercial, industrial and
institutional facilities such as office buildings, health care facilities,
educational facilities and retail centers (collectively, "commercial maintenance
services").
On September 27, 1996, ARS acquired in separate transactions seven
residential services businesses (the "Founding Companies") in exchange for
consideration consisting of a combination of cash and shares of its common
stock, par value $.001 per share (the "Common Stock"). The initial public
offering (the "IPO") of the Common Stock closed simultaneously with the closing
of those acquisitions. From September 30, 1996 through March 31, 1998, the
Company acquired an additional 83 businesses, of which 70 (the "Acquired
Businesses") were acquired since January 1, 1997. Of the Acquired Businesses, 46
(the "Purchased Businesses") were accounted for under the purchase method of
accounting, and the remainder (the "Pooled Businesses") were accounted for under
the pooling-of-interests method of accounting. The allocation of the purchase
price to the assets acquired and liabilities assumed in certain purchase
transactions has been recorded initially based on preliminary estimates of fair
value and may be revised as additional information concerning the valuation of
such assets and liabilities becomes available.
The historical financial statements of the Company have been retroactively
restated to give effect to the operations of 15 of the 24 Pooled Businesses (the
"Restated Businesses"). The nine remaining Pooled Businesses are not
individually significant to prior historical periods and are included in the
consolidated results of the Company beginning on their respective dates of
acquisition.
The consolidated financial statements presented herein have been prepared
by the Company without audit pursuant to the rules and regulations of the
Securities and Exchange Commission that permit certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles to be condensed or omitted. The
Company believes the presentation and disclosures herein are adequate to make
the information not misleading, and the financial statements reflect all
elimination entries and normal recurring adjustments that are necessary for a
fair presentation of the results for the three months ended March 31, 1997 and
1998.
Operating results for interim periods are not necessarily indicative of the
results for a full year. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements of
the Company and the related notes thereto included in ARS's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K").
4
<PAGE> 6
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no significant changes in the accounting policies of the
Company during the periods presented. For a description of these policies, see
Note 3 of the Notes to Consolidated Financial Statements of the Company in the
1997 Form 10-K.
New Accounting Pronouncements
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." At adoption, SOP 98-5 requires the write-off of any unamortized
start-up costs as a cumulative effect of a change in accounting principle and,
going forward, the expensing of all start-up activity costs as they are
incurred. The Company plans to adopt SOP 98-5 in the first quarter of 1999 and
believes that adoption will not have a material effect on its consolidated
financial statements.
3. LONG-TERM DEBT
The Company has in place a $100.0 million revolving credit facility (the
"Credit Facility") with a syndicate of banks. For a description of the Credit
Facility and the covenants thereunder, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources" in Item 2 of this Report. As of March 31, 1998, the Company had $86.4
million in outstanding borrowings under the Credit Facility, bearing interest at
a weighted average rate of approximately 7.1%.
The Company also has outstanding $55.0 million aggregate principal amount
of its 7 1/4% Convertible Subordinated Notes due 2004 (the "7 1/4% Notes"). The
7 1/4% Notes are unsecured obligations of ARS and are convertible at $25.50 per
share, subject to adjustment in certain events, into an aggregate of 2,156,863
shares of Common Stock. The 7 1/4% Notes contain cross-default provisions that
give the holders of the 7 1/4% Notes the right to accelerate payment in the
event of a default under certain of the Company's debt agreements, including the
Credit Facility. The Company is obligated to repurchase the 7 1/4% Notes in the
event of a change in control of the Company, as defined in the indenture
governing the 7 1/4% Notes.
5
<PAGE> 7
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
4. EARNINGS PER SHARE
The following table summarizes weighted average shares outstanding for each
of the periods presented (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
----------------
1997 1998
------ ------
<S> <C> <C>
Shares issued in the acquisition of Atlas Services, Inc..... 1,067 1,067
Shares issued in the acquisitions of the Restated
Businesses................................................ 3,018 3,018
Shares issued in the formation of ARS....................... 1,268 1,268
Shares issued to the stockholders of the remaining Founding
Companies................................................. 1,884 1,884
Shares sold in the IPO...................................... 4,830 4,830
Shares awarded to certain employees and consultants......... 40 40
Shares issued in the acquisitions consummated in the fourth
quarter of 1996........................................... 1,282 1,282
Weighted average portion of shares issued in the
acquisitions of the Acquired Businesses (excluding the
Restated Businesses)...................................... -- 1,932
Weighted average shares attributable to exercised stock
options................................................... -- 42
------ ------
Basic weighted average shares outstanding.............. 13,389 15,363
Dilutive effect of stock options, net of assumed repurchase
of treasury stock......................................... 512 77
------ ------
Diluted weighted average shares outstanding............ 13,901 15,440
====== ======
</TABLE>
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," issued in February 1997, revised the methodology used in computing
earnings per share ("EPS"), such that the computations required for primary and
fully diluted EPS have been replaced with "basic" and "diluted" EPS. Basic EPS
is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the year. Diluted EPS is computed in the same
manner as fully diluted EPS, except that, among other changes, the average share
price for the period is used in all cases when applying the treasury stock
method to potentially dilutive outstanding options.
The Company adopted SFAS No. 128 effective December 15, 1997 and restated
EPS for all prior periods.
5. INCOME TAXES
The Company files a consolidated federal income tax return, which includes
the operations of all businesses acquired for periods subsequent to their
respective dates of acquisition. The acquired businesses file "short period"
federal income tax returns through their respective acquisition dates.
Certain of the Restated Businesses were S corporations for income tax
purposes prior to their acquisition by the Company. Accordingly, any income tax
liabilities for the periods prior to their acquisition dates are the
responsibility of the former owners. For purposes of these consolidated
financial statements, federal and state income taxes have been reflected as if
those Restated Businesses had filed C corporation tax returns for the
pre-acquisition periods, with the current income tax expense of those S
corporations reflected as an increase to additional paid-in capital.
6
<PAGE> 8
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
6. BUSINESS COMBINATIONS
Poolings
From January 1, 1997 through March 31, 1998, the Company acquired the 24
Pooled Businesses under the pooling-of-interests method in exchange for
3,746,987 shares of Common Stock. The results of operations of the 15 Restated
Businesses are included in both periods presented herein, while the results of
operations of the other nine Pooled Businesses are included from their
respective effective acquisition dates. The combined revenues and net income of
the 15 Restated Businesses prior to their acquisitions by the Company for the
three months ended March 31, 1997 are presented below. As all Restated
Businesses were acquired during 1997, there is no impact on the revenues and net
income of the Company in the first quarter of 1998.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
1997
------------
<S> <C>
Revenues.................................................... $15,462
Net Income.................................................. 1,033
</TABLE>
Purchases
From January 1, 1997 through March 31, 1998, the Company acquired the 46
Purchased Businesses under the purchase method of accounting. The aggregate
consideration paid in those transactions consisted of $49.7 million in cash,
1,166,168 shares of Common Stock, $1.25 million aggregate principal amount of
ARS's Convertible Senior Subordinated Notes, Series A and a promissory note in
the principal amount of $1.8 million. The accompanying consolidated balance
sheet as of March 31, 1998 includes preliminary estimates of fair value that may
be revised as additional information concerning the valuation of the assets and
liabilities of the businesses acquired becomes available. See Note 1 above.
Set forth below are unaudited pro forma combined revenue and net income
data reflecting the pro forma effect of the acquisitions of the Acquired
Businesses as if they were effective on January 1, 1997 (in millions, except per
share amounts).
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
--------------
1997 1998
------ ------
<S> <C> <C>
Revenues.................................................... $108.0 $102.0
====== ======
Net income.................................................. $ 3.0 $ 0.11
====== ======
Basic net income per share.................................. $ 0.19 $ 0.01
====== ======
Diluted net income per share................................ $ 0.18 $ 0.01
====== ======
</TABLE>
Pro forma adjustments included in the amounts above primarily relate to:
(i) compensation differentials, reflecting reduced compensation amounts agreed
to in connection with certain acquisitions, (ii) adjustments for rent expense on
certain leased facilities, reflecting reductions in rent agreed to in connection
with certain acquisitions, (iii) adjustments for the effects of assets
distributed to and costs of certain leases assumed by former owners of certain
of the businesses acquired, (iv) adjustments for pro forma goodwill amortization
expense using a 40-year estimated life, (v) eliminations of historical interest
expense related to certain obligations that were repaid or not assumed by the
Company, offset by interest expense on borrowed funds used to pay the cash
portion of the purchase price of the businesses acquired, (vi) the issuance and
sale of the 7 1/4% Notes by ARS and the application of the proceeds from that
sale and (vii) adjustments to the federal and state income tax provisions on pro
forma operating results. Basic and diluted net income per share for the
7
<PAGE> 9
AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
three months ended March 31, 1997 and 1998 assumes all shares issued for the
acquisitions of the Acquired Businesses had been outstanding at the beginning of
the periods presented.
The pro forma results presented above are not necessarily indicative of
actual results that might have occurred had the operations and management teams
of ARS and the businesses acquired been combined at the beginning of the periods
presented and are not necessarily indicative of future consolidated operating
results.
7. RELATED PARTY TRANSACTION
In March 1998, the Company sold an office and warehouse property to a
company in which Gorden H. Timmons, an officer and director of the Company, owns
a 50% equity interest. The sales price was $1.76 million, which was paid in full
at the closing. Immediately after the sale, the Company leased a portion of the
property from Mr. Timmons' company for a term of seven years, commencing April
1, 1998. The annual rent to be paid under the lease is $155,625, which is not
subject to increase during the seven-year term of the lease. The gain recognized
on the sale of the property in the amount of approximately $355,000 has been
deferred in the accompanying consolidated financial statements and will be
amortized over the life of the lease.
8. SUBSEQUENT EVENTS
Stock Option Exchange
In March 1998, the Board of Directors and the Compensation Committee of the
Board of Directors approved a program whereby the Company offered certain
non-officer employees of the Company the ability to exchange a total of 711,700
existing stock options, with exercise prices ranging from $15.00 to $25.75, for
a smaller number of newly issued stock options with an exercise price of $11.00
per share. The offer terminated on April 30, 1998. Substantially all employees
eligible under the program elected to exchange their eligible options, resulting
in 572,050 newly issued options.
Subsequent Acquisitions
Subsequent to March 31, 1998 through May 14, 1998, the Company completed
two additional acquisitions for approximately $5.3 million in cash and 496,470
shares of Common Stock. The Company will account for these acquisitions under
the purchase method of accounting.
Sale of Retail Appliance Division
In April 1998, the Company sold its retail appliance sales business,
reported in the Company's consolidated financial statements as net assets held
for resale to an unrelated third party. In 1997, as part of a special charge,
the Company recorded a write-down of that business in the amount of $5.1
million, including a loss accrual on future lease commitments, relating to the
planned sale of that business.
8
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto included in Item 1 of this
Report and the consolidated financial statements and notes thereto included in
the 1997 Form 10-K. Statements herein regarding future financial or operational
performance and results of the Company or other similar matters that are not
historical facts constitute forward-looking statements and are subject to
numerous risks and uncertainties, including but not limited to the availability
of attractive acquisition opportunities, the successful integration and
profitable management of businesses acquired, the improvement of operating
efficiencies, the availability of working capital and funding for future
acquisitions, the ability to grow internally through expansion of services and
customer bases and reduction of overhead and the level and nature of competition
from other residential services and commercial maintenance services providers.
For additional information, see "Factors That May Affect Future Results" in Item
1 of the 1997 Form 10-K.
The Company derives its revenues primarily from (i) owners and occupants of
homes and small commercial buildings, (ii) builders and developers of new homes,
residential developments and small commercial buildings and (iii) owners and
managers of large commercial, industrial, educational, institutional and retail
facilities and federal and local governments. Cost of services consists
primarily of salaries and benefits of service and installation personnel, parts
and materials, subcontracted services, depreciation, maintenance, fuel and
equipment rentals. Selling, general and administrative expenses consist
primarily of compensation and related benefits payable to former owners of
businesses acquired and to management and administrative personnel, advertising,
office rent and utilities, communications and professional fees.
ARS conducted no operations prior to September 27, 1996 other than in
connection with the IPO and the acquisitions of the Founding Companies. Since
then and through March 31, 1998, the Company acquired an additional 83
businesses, of which 70 were acquired since January 1, 1997 (the "Acquired
Businesses"). Each of the businesses acquired operated as separate, independent
businesses prior to its acquisition by the Company. The integration of the
operations and administrative functions of the businesses acquired with the
Company may present opportunities to reduce costs as a percentage of revenues
through the elimination of duplicative functions and through economies of scale,
particularly in obtaining additional contracts through shared customer lists and
greater volume discounts from material suppliers, but will necessitate
additional costs and expenditures for corporate management and administration,
corporate expenses related to being a public company, systems integration and
facilities expansion. The success of the Company will depend, in part, on the
extent to which the Company is able to effectively integrate the businesses that
the Company has acquired and those that it may acquire in the future. In
addition, the various costs and possible cost-savings resulting from the
integration process may make historical operating results not comparable to, or
indicative of, future performance.
9
<PAGE> 11
RESULTS OF OPERATIONS
The following table sets forth various items as a percentage of the
Company's revenues:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31
---------------
1997 1998
----- -----
<S> <C> <C>
Revenues.................................................... 100.0% 100.0%
Cost of services............................................ 71.8 75.2
----- -----
Gross profit.............................................. 28.2 24.8
Selling, general and administrative expenses................ 23.4 22.5
----- -----
Income from operations.................................... 4.8 2.3
Interest expense............................................ (1.6) (2.7)
Interest income and other, net.............................. 0.4 0.6
----- -----
Income before income taxes.................................. 3.6 0.2
Provision for income taxes.................................. 1.5 0.1
----- -----
Net income.................................................. 2.1% 0.1%
===== =====
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997
Revenues -- Revenues increased $30.2 million, or 42.6%, from $70.9 million
for the three months ended March 31, 1997 to $101.1 million for the three months
ended March 31, 1998. This increase in revenues was primarily attributable to
the inclusion of revenues of approximately $32.8 million from those Acquired
Businesses for which the results of operations are included in the Company's
consolidated results from their respective acquisition dates, partially offset
by a decrease in revenues related to (i) decreased demand for the Company's
residential maintenance, repair and replacement services in the midwest United
States due to mild weather conditions and (ii) decreased demand for the
Company's residential new installation services due to rainy weather conditions
in the southern and southeastern coastal regions of the United States.
Cost of services -- Cost of services increased $25.1 million, or 49.3%,
from $50.9 million for the three months ended March 31, 1997 to $76.0 million
for the three months ended March 31, 1998, while gross profit increased $5.1
million, or 25.5%, from $20.0 million for the three months ended March 31, 1997
to $25.1 million for the three months ended March 31, 1998. Acquisitions
effected by the Company during the twelve months ended March 31, 1998 accounted
for these increases. However, as a percentage of revenues, gross profit
decreased from 28.2% for the three months ended March 31, 1997 to 24.8% for the
same period in 1998. This decrease was primarily attributable to a decline in
residential maintenance, repair and replacement service revenues, which
typically generate higher margins, as a percentage of total revenues.
Selling, general and administrative expenses -- Selling, general and
administrative expenses increased $6.1 million, or 36.8%, from $16.6 million for
the three months ended March 31, 1997 to $22.7 million for the three months
ended March 31, 1998. This increase was primarily attributable to the following:
inclusion of selling, general and administrative expenses of those Acquired
Businesses for which the results of operations are included in the Company's
consolidated results from their respective acquisition dates, goodwill
amortization associated with the purchase acquisitions and increases in ARS's
corporate personnel and administrative infrastructure. However, as a percentage
of revenues, selling, general and administrative expenses decreased slightly
from 23.4% for the three months ended March 31, 1997 to 22.5% for the same
period in 1998, primarily due to reduced payroll costs associated with the
headcount reduction initiative instituted by the Company in the fourth quarter
of 1997 and reduced facilities expenses associated with the consolidation of
certain operating facilities initiated by the Company during the fourth quarter
of 1997.
Interest expense -- Interest expense increased $1.7 million, or 154.5%,
from $1.1 million for the three months ended March 31, 1997 to $2.8 million for
the three months ended March 31, 1998. This increase was attributable
principally to increased levels of outstanding indebtedness, due to the use of
borrowings under the Credit Facility to fund the cash portion of the purchase
prices the Company paid for the Acquired Businesses
10
<PAGE> 12
during the twelve months ended March 31, 1998 and the issuance by ARS of its
7 1/4% Notes in April 1997.
Interest income and other, net -- Interest income and other, net, increased
by $0.2 million from the three months ended March 31, 1997 to the corresponding
period in 1998.
Provision for income taxes -- For the three months ended March 31, 1998,
the Company recorded a provision for income taxes of $0.1 million as compared to
a provision for income taxes of $1.0 million recorded for the three months ended
March 31, 1997. The effective tax rate for the three months ended March 31, 1998
was 44%, representing management's estimate of the effective tax rate for 1998.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1998, net cash used in operating
activities was $7.5 million, which was primarily attributable to a decrease of
$7.1 million in accounts payable and accrued liabilities since December 31,
1997. The decrease in accounts payable and accrued expenses at the end of the
quarter as compared to December 31, 1997 is consistent with the decrease in
selling, general and administrative expenses as a percentage of revenues and the
decrease in inventory and certain other operating expenses due to the seasonal
nature of the residential services industry (see "Seasonality and Fluctuations
in Operating Results") and also reflects offsets against year-end 1997 accruals
as a result of payments made during the first quarter of 1998. Also during the
three months ended March 31, 1998, capital expenditures totaled $2.2 million and
net borrowings of debt amounted to $7.7 million. The Company anticipates capital
expenditures (exclusive of acquisitions) of approximately $8.0 million during
the remainder of 1998, primarily for computer systems, leasehold improvements
and furniture and fixtures. The Company believes its cash flow from operations
and the borrowings available under its Credit Facility will be sufficient to
support its ongoing operations and anticipated capital expenditures for the
remainder of 1998.
The Company's Credit Facility provides for borrowings, on a revolving
basis, up to $100.0 million, which may be used for general corporate purposes,
including the funding of any cash paid in connection with acquisitions,
refinancing indebtedness of businesses acquired, capital expenditures and
working capital. Loans under the Credit Facility bear interest at a designated
variable base rate plus a margin ranging from 0 to 50 basis points, depending on
the ratio of the Company's interest-bearing debt to its trailing 12-month
earnings before interest, taxes, depreciation and amortization ("EBITDA"). At
the Company's option, the loans may bear interest based on a designated London
interbank offering rate plus a margin ranging from 100 to 200 basis points,
depending on the same ratio. The margin is reset on a quarterly basis and also
may be reset on the closing of an acquisition involving cash consideration in
excess of $5.0 million or upon a principal repayment in excess of $5.0 million.
Commitment fees of 30 to 50 basis points per annum are payable on the unused
portion of the line of credit. The Credit Facility has a $5.0 million sublimit
for standby letters of credit. The Credit Facility requires the consent of the
lenders for acquisitions exceeding a certain level of cash consideration,
prohibits the payment of dividends by the Company (except for dividends payable
in Common Stock and certain preferred stock), does not permit the Company to
incur or assume other indebtedness (other than approved subordinated
indebtedness) in excess of any amount equal to 5% of its consolidated net worth
and requires the Company to comply with certain financial covenants, including
minimum net worth requirements and maintenance of a total consolidated funded
debt to EBITDA ratio and an income coverage ratio. Management currently
estimates that its margin of compliance under the Credit Facility for its
reporting periods in 1998 for certain financial covenants in the Credit Facility
will be lower than it was in corresponding reporting periods in 1997. The Credit
Facility will terminate and all amounts outstanding, if any, thereunder will be
due and payable in September 1999. The Company's subsidiaries have guaranteed
the repayment of all amounts due under the Credit Facility, and the Company has
pledged the stock of its operating subsidiaries as collateral for its
obligations under the Credit Facility. The Company is obligated to pay all
principal and interest outstanding on the Credit Facility in the event of a
change in control of the Company, as defined in the agreement governing the
Credit Facility. At March 31, 1998, the Company's outstanding borrowings under
the Credit Facility were $86.4 million, bearing interest at a weighted average
rate of 7.1%. As of May 14, 1998, the Company had outstanding borrowings under
the Credit Facility in the amount of $93.3 million, bearing interest at a
weighted average rate of 7.4%.
The Company is currently evaluating an increase in the size of its Credit
Facility or alternate sources of financing to provide for borrowings in excess
of $100.0 million that it will use to retire the Credit Facility. Such
11
<PAGE> 13
increased or alternate sources of financing will be used to fund the cash
portion of the purchase price of future acquisitions and for general corporate
purposes. Unless and until such an increased or alternate source of financing is
put in place, the Company's ability to consummate acquisitions that require
material amounts of cash as purchase price consideration will be materially
constrained. If the Credit Facility is retired, the Company expects it will take
a non-cash charge for bank loan origination and commitment fees of approximately
$800,000.
The Company intends to continue to pursue attractive acquisition
opportunities of both residential services and commercial maintenance services
businesses; however, the timing, size or success of any acquisition effort and
the associated potential capital commitments are unpredictable. The Company
expects to fund future acquisitions primarily through a combination of Common
Stock, working capital, cash flow from operations and borrowings, issuances of
convertible debt securities and the possible public or private sale of
additional debt or equity securities. The Company maintains an effective shelf
registration statement under the Securities Act of 1933 that covers shares of
Common Stock and convertible debt securities for use as consideration in
acquisitions. As of March 31, 1998, 10,086,845 registered shares of Common Stock
were available for this purpose, and the Company was authorized by its Credit
Facility lenders to issue in connection with acquisitions up to $23.75 million
aggregate principal amount of registered convertible subordinated debt
securities maturing no earlier than April 15, 2004.
In the first quarter of 1998, the Company acquired three businesses for an
aggregate consideration of $1.3 million in cash, 57,078 shares of Common Stock
and $1.25 million aggregate principal amount of registered convertible debt
securities. Since March 31, 1998 through May 14, 1998, the Company acquired two
businesses for an aggregate consideration of $5.3 million in cash and 496,470
shares of Common Stock. Funding of the cash portion of the purchase prices and
repayment of certain indebtedness assumed in connection with those acquisitions
was provided by funds from operations and borrowings under the Credit Facility.
SEASONALITY AND FLUCTUATIONS IN OPERATING RESULTS
The Company has experienced, and expects that it will in the future
experience, quarterly fluctuations in revenues, operating income and cash flows
as a result of changes in weather conditions. Except for certain areas of the
southern United States, the demand for new residential installations is lower in
the winter months because new construction activity is lower as a result of
colder weather (although the Company expects that such reduction in demand may
be partially offset by increases in the demand for commercial replacement
services generally experienced in the winter months). Demand for heating,
ventilation and air conditioning services is generally higher in the second and
third quarters. Accordingly, quarterly comparisons of the Company's revenues and
operating results should not be relied on as an indication of future
performance, and the results of any quarterly period may not be indicative of
the results to be expected for a full year.
12
<PAGE> 14
AMERICAN RESIDENTIAL SERVICES, INC.
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*3.1 -- Restated Certificate of Incorporation of ARS (Form S-1,
Reg. No. 333-06195, Ex. 3.1).
*3.2 -- Bylaws of ARS (Form S-1, Reg. No. 333-06195, Ex. 3.2).
*3.3 -- Certificate of Designation of Series A Junior
Participating Preferred Stock (Form S-1, Reg. No.
333-06195, Ex. 3.3).
*4.1 -- Form of Certificate representing Common Stock (Form S-1,
Reg. No. 333-06195, Ex. 4.1).
*4.2 -- Rights Agreement of ARS, including form of Rights
Certificate as Exhibit B thereto (Form S-8, Reg. No.
333-13299, Ex. 4.4).
*4.3 -- Registration Rights Agreement among ARS and the
stockholders listed on the signature pages thereto (Form
S-1, Reg. No. 333-06195, Ex. 4.3).
*4.4 -- Stock Registration Agreement dated as of March 6, 1996
between ARS and Equus II Incorporated (Form S-1, Reg. No.
333-06195, Ex. 4.4).
*4.5 -- Stock Piggyback Registration Agreement dated as of March
19, 1996 between EHC and NationsBank of Texas, N.A.
("NationsBank") (Form S-1, Reg. No. 333-06195, Ex. 4.5).
*4.6 -- Revolving Loan Agreement dated March 3, 1997 among ARS,
NationsBank and the other parties designated therein
(Form 10-K for 1996, File No. 1-11849, Ex. 4.6).
*4.7 -- First Amendment to Revolving Loan Agreement dated March
24, 1997, among ARS, NationsBank and the other parties
designated therein (Form 10-K for 1996, File No. 1-11849,
Ex. 4.7).
*4.8 -- Second Amendment to Revolving Loan Agreement dated as of
June 30, 1997, among ARS, NationsBank and the other
parties designated therein (Form 10-Q for the period
ended June 30, 1997, File No. 1-11849, Ex. 4.8).
*4.9 -- Indenture dated as of April 1, 1997 between ARS and U.S.
Trust Company of Texas, N.A., as Trustee, relating to the
7 1/4% Convertible Subordinated Notes due 2004 (Form S-4,
Reg. No. 333-18623, Ex. 4.8).
*4.10 -- Registration Rights Agreement dated as of April 1, 1997
between ARS and Smith Barney Inc., Goldman, Sachs & Co.
and Montgomery Securities (Form S-4, Reg. No. 333-18623,
Ex. 4.9).
*4.11 -- Indenture dated as of July 31, 1997, between ARS and U.S.
Trust Company of Texas, N.A., as Trustee, relating to the
Convertible Subordinated Debt Securities (the
"Convertible Debt Securities Indenture") (Form 10-Q for
the period ended June 30, 1997, File 1-11849, Ex. 4.11).
</TABLE>
13
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.12 -- Form of Convertible Senior Subordinated Note, Series A,
issuable pursuant to the Convertible Debt Securities
Indenture.
-- ARS and certain of its subsidiaries are parties to
certain debt instruments under which the total amount of
securities authorized does not exceed 10% of the total
assets of ARS and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of
Regulation S-K, ARS agrees to furnish a copy of such
instruments to the Commission upon request.
*10.1 -- Amendment to 1997 Employee Incentive Plan (Form 10-K for
1997, File No. 1-11849, Ex. 10.4).
*10.2 -- Employment Agreement dated as of March 4, 1998 between
ARS and Harry O. Nicodemus, IV (Form 10-K for 1997, File
No. 1-11849, Ex. 10.8).
27.1 -- Financial Data Schedule.
</TABLE>
- ---------------
* Incorporated by reference.
(b) Reports on Form 8-K.
None.
14
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, American Residential Services, Inc., has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN RESIDENTIAL SERVICES, INC.
By: /s/ HARRY O. NICODEMUS, IV
------------------------------------
Harry O. Nicodemus, IV
Senior Vice President
(Chief Financial Officer and
Chief Accounting Officer)
Dated: May 15, 1998
15
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*3.1 -- Restated Certificate of Incorporation of ARS (Form S-1,
Reg. No. 333-06195, Ex. 3.1).
*3.2 -- Bylaws of ARS (Form S-1, Reg. No. 333-06195, Ex. 3.2).
*3.3 -- Certificate of Designation of Series A Junior
Participating Preferred Stock (Form S-1, Reg. No.
333-06195, Ex. 3.3).
*4.1 -- Form of Certificate representing Common Stock (Form S-1,
Reg. No. 333-06195, Ex. 4.1).
*4.2 -- Rights Agreement of ARS, including form of Rights
Certificate as Exhibit B thereto (Form S-8, Reg. No.
333-13299, Ex. 4.4).
*4.3 -- Registration Rights Agreement among ARS and the
stockholders listed on the signature pages thereto (Form
S-1, Reg. No. 333-06195, Ex. 4.3).
*4.4 -- Stock Registration Agreement dated as of March 6, 1996
between ARS and Equus II Incorporated (Form S-1, Reg. No.
333-06195, Ex. 4.4).
*4.5 -- Stock Piggyback Registration Agreement dated as of March
19, 1996 between EHC and NationsBank of Texas, N.A.
("NationsBank") (Form S-1, Reg. No. 333-06195, Ex. 4.5).
*4.6 -- Revolving Loan Agreement dated March 3, 1997 among ARS,
NationsBank and the other parties designated therein
(Form 10-K for 1996, File No. 1-11849, Ex. 4.6).
*4.7 -- First Amendment to Revolving Loan Agreement dated March
24, 1997, among ARS, NationsBank and the other parties
designated therein (Form 10-K for 1996, File No. 1-11849,
Ex. 4.7).
*4.8 -- Second Amendment to Revolving Loan Agreement dated as of
June 30, 1997, among ARS, NationsBank and the other
parties designated therein (Form 10-Q for the period
ended June 30, 1997, File No. 1-11849, Ex. 4.8).
*4.9 -- Indenture dated as of April 1, 1997 between ARS and U.S.
Trust Company of Texas, N.A., as Trustee, relating to the
7 1/4% Convertible Subordinated Notes due 2004 (Form S-4,
Reg. No. 333-18623, Ex. 4.8).
*4.10 -- Registration Rights Agreement dated as of April 1, 1997
between ARS and Smith Barney Inc., Goldman, Sachs & Co.
and Montgomery Securities (Form S-4, Reg. No. 333-18623,
Ex. 4.9).
*4.11 -- Indenture dated as of July 31, 1997, between ARS and U.S.
Trust Company of Texas, N.A., as Trustee, relating to the
Convertible Subordinated Debt Securities (the
"Convertible Debt Securities Indenture") (Form 10-Q for
the period ended June 30, 1997, File 1-11849, Ex. 4.11).
4.12 -- Form of Convertible Senior Subordinated Note, Series A,
issuable pursuant to the Convertible Debt Securities
Indenture.
-- ARS and certain of its subsidiaries are parties to
certain debt instruments under which the total amount of
securities authorized does not exceed 10% of the total
assets of ARS and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of
Regulation S-K, ARS agrees to furnish a copy of such
instruments to the Commission upon request.
*10.1 -- Amendment to 1997 Employee Incentive Plan (Form 10-K for
1997, File No. 1-11849, Ex. 10.4).
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
*10.2 -- Employment Agreement dated as of March 4, 1998 between
ARS and Harry O. Nicodemus, IV (Form 10-K for 1997, File
No. 1-11849, Ex. 10.8).
27.1 -- Financial Data Schedule.
</TABLE>
- ---------------
* Incorporated by reference.
<PAGE> 1
EXHIBIT 4.2
AMERICAN RESIDENTIAL SERVICES, INC.
CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A
No. ________ $___________
ORIGINAL ISSUE DATE: INTEREST RATE: %
INITIAL CONVERSION PRICE: CONVERTIBILITY COMMENCEMENT DATE:
REDEMPTION PRICES: If redeemed during 12-month period beginning April 15 in
the year indicated (April 20, in the case of 2000), the redemption price will
be: 2000 -- ____%; 2001 -- ____%, 2002 -- ____%, and 2003 -- ____%.
American Residential Services, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
__________________________, or registered assigns, the principal sum of
________________ Dollars on April 15, 2004, and to pay interest thereon from
the Original Issue Date shown above or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 15 and October 15 in each year, at the rate per annum
shown above, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in that Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 31 or September 30 (whether or not a
Business Day), as the case may be, next preceding that Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on that Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of that Defaulted Interest to be fixed by the Trustee or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and on such notice as
may be required by that exchange, all as more fully provided in the Indenture.
Notice of a Special Record Date will be given to Holders of Notes not less than
10 days prior to that Special Record Date. Payment of the principal of and
premium, if any, and interest on this Note will be made at the office or agency
of the Company maintained for that purpose pursuant to Section 10.02 of the
Indenture, in each case in such coin or currency of the United States of
America as of the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest in respect of the Notes may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register for the Notes.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS WILL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
will not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
-----------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated, described or provided for in
the within-mentioned Indenture.
U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee
By:
-----------------------------------------------
Name:
Title:
AMERICAN RESIDENTIAL SERVICES, INC.
By:
-----------------------------------------------
Name:
Title:
Attest:
---------------------------------------------------
Name:
Title:
[SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER]
<PAGE> 2
AMERICAN RESIDENTIAL SERVICES, INC.
CONVERTIBLE SENIOR SUBORDINATED NOTES, SERIES A
The Security is one of a duly authorized issue of Securities of the
Company designated as its Convertible Senior Subordinated Notes, Series A
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture, dated as of July 31, 1997 (herein called the "Indenture"), between
the Company and U.S. Trust Company of Texas, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms on which the
Securities are, and are to be, authenticated and delivered. The Notes may be
issued from time to time with different interest rates, Redemption Prices,
Convertibility Commencement Dates and Initial Conversion Prices.
Subject to and on compliance with the provisions of the Indenture, the
Holder of this Note is entitled, at his option, at any time following the
Convertibility Commencement Date set forth on the face hereof and on or before
the close of business on April 15, 2004 or in case this Note or a portion hereof
is called for redemption, then in respect of this Note or that portion hereof
until and including, but (unless the Company defaults in making the payment due
on redemption) not after, the close of business on the second business day
preceding the Redemption Date, to convert this Note (or any portion of the
principal amount hereof which is $1,000 or an integral multiple thereof), at the
principal amount hereof, or of such portion, into fully paid and non-assessable
shares (calculated as to each conversion to the nearest 1/100th of a share) of
Common Stock at a conversion price equal to the principal amount set forth on
the face hereof as the Initial Conversion Price for each share of Common Stock
(or at the current adjusted conversion price if an adjustment has been made as
provided in the Indenture) by surrender of this Note, duly endorsed or assigned
to the Company or in blank, to the Company at its office or agency maintained
for that purpose pursuant to Section 10.02 of the Indenture, accompanied by
written notice to the Company in the form provided in this Note (or such other
notice as is acceptable to the Company) that the Holder hereof elects to convert
this Note, or if less than the entire principal amount hereof is to be
converted, the portion hereof to be converted, and, in case that surrender is
made during the period from the opening of business on any Regular Record Date
next preceding any Interest Payment Date to the close of business on that
Interest Payment Date (unless this Note or the portion thereof being converted
has been called for redemption on a Redemption Date, or is repurchaseable on a
Repurchase Date occurring, in either case, within that period), also accompanied
by payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest payable on that Interest Payment Date
on the principal amount of this Note then being converted. Subject to the
aforesaid requirement for payment and to the right of the Holder of this Note
(or any Predecessor Security) of record at that Regular Record Date to receive
an installment of interest (with certain exceptions provided in the Indenture),
no payment or adjustment is to be made on conversion on account of any interest
accrued hereon or on account of any dividends on the Common Stock issued on
conversion. No fractional shares or scrip representing fractions of shares will
be issued on conversion, but instead of any fractional share the Company will
pay a cash adjustment as provided in the Indenture. The conversion price is
subject to adjustment as provided in the Indenture. In addition, the Indenture
provides that in case of certain consolidations or mergers to which the Company
is a party or the sale or transfer of the properties and assets substantially as
an entirety of the Company in one transaction or a series of related
transactions, the Indenture will be amended, without the consent of any Holders
of Notes, so that this Note, if then outstanding, will be convertible
thereafter, during the period this Note will be convertible as specified above,
only into the kind and amount of securities, cash and other property receivable
on the consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock into which this Note might have been converted
immediately prior to that consolidation, merger, sale or transfer (assuming that
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares).
The Notes are subject to redemption on not less than 15 and not more
than 60 days' notice by mail, at any time on or after April 20, 2000, as a whole
or in part, at the election of the Company, at the Redemption Prices set forth
on the face hereof (expressed as percentages of the principal amount), plus
accrued interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date).
In certain circumstances involving the occurrence of a Repurchase Event
(as defined in the Indenture), the Holder hereof will have the right to require
the Company to repurchase this Note at 100% of the principal amount hereof,
together with accrued interest to the Repurchase Date, but interest installments
on this Note whose Stated Maturity is on or prior to that Repurchase Date will
be payable to the Holder of this Note (or any Predecessor Security of this Note)
of record at the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.
In the event of redemption or conversion of this Note in part only, a
new Note or Notes for the unredeemed or unconverted portion hereof, which will
bear interest at the same rate, and have the same Redemption Prices,
Convertibility Commencement Date and Initial Conversion Price, as this Note,
will be issued in the name of the Holder hereof on the cancellation hereof.
------------------------------
Form of Conversion Notice
TO AMERICAN RESIDENTIAL SERVICES, INC.
The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note or the portion hereof (which is $1,000
or a multiple thereof) designated below, into shares of Common Stock in
accordance with the terms of the Indenture referred to in this Note, and directs
that the shares issuable and deliverable on the conversion, together with any
check in payment for a fractional share and any Note representing any
unconverted principal amount hereof, be issued and delivered to the registered
owner hereof unless a different name has been provided below. If this Notice is
being delivered on a date after the close of business on a Regular Record Date
and prior to the close of business on the related Interest Payment Date, this
Notice is accompanied by payment in New York Clearing House funds, or other
funds acceptable to the Company, of an amount equal to the interest payable on
that Interest Payment Date on the principal of this Note to be converted (unless
this Note has been called for redemption). If shares or any portion of this
Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Note.
-------------------------
-------------------------
Signature(s)
Signature(s) must be guaranteed by a commercial bank or trust company or a
member firm of a national stock exchange if shares of Common Stock are to be
delivered, or Notes to be issued, other than to and in the name of the
registered owner.
- ---------------------------------------------
Signature Guarantee
Fill in for registration of shares of Common Stock if they are to be
delivered, or Notes if they are to be issued, other than to and in the name of
the registered owner: (Please print name and address)
Register: Common Stock
- ------------------------------- -------
(Name) Securities
-------
- ----------------------------------------- (Check appropriate line(2))
(Street Address)
- -----------------------------------------
(City, State and zip code)
Principal amount to be converted (if less than all): $ ,000
---------
- -----------------------------------------
Social Security or other Taxpayer Identification Number of owner
------------------------------
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as through they were written out in full
according to applicable laws or regulations (additional abbreviations may also
be used though not in the following list):
<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the entities ---------- -------------
JT TEN -- as joint tenants with right of survivorship (Cust) (Minor)
and not as tenants in common Under Uniform Gifts to Minors Act
---------
(State)
UNIF TRF MIN ACT -- Custodian until age
---------- ---------
(Cust)
Under Uniform Transfer
----------
(Minor)
to Minors Act
-------------------
(State)
</TABLE>
The indebtedness evidenced by this Note is, in all respects, subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in Article I of the Indenture), and this Note is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Note, by accepting the same, (a) agrees to and shall be bound by those
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Event of Default with respect to the Notes occurs and is
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture provides that no Holder of any Note may enforce any remedy
under the Indenture except in the case of failure of the Trustee to act after
notice of default and after request of the Holders of 25% in principal amount of
Outstanding Notes and the offer to the Trustee of indemnity satisfactory to it;
provided, however, that this provision will not prevent the Holder hereof from
enforcing payment of the principal of and premium, if any, and interest on this
Note after the same shall have become due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of all series to be affected, and,
under certain circumstances, by the Company and the Trustee without the consent
of the Holders of Securities of any series to be affected under the Indenture.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding of any such series, on behalf of the Holders of all those
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note will be conclusive and
binding on such Holder and on all future Holders of this Note and of any Note
issued on the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of that consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture will alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed or to convert this Note as provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, and except as otherwise restricted by a legend printed or otherwise
affixed upon the face hereof, the transfer of this Note is registrable in the
Security Register for the Notes, on surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar for the Notes duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
bearing interest at the same rate, and having the same Redemption Price,
Convertibility Commencement Date and Initial Conversion Price, as this Note,
will be issued to the designated transferee or transferees.
The Notes are issuable only in fully registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, bearing interest at the same rate, and having the same
Redemption Prices, Convertibility Commencement Date and Initial Conversion
Price, as the Notes for which they are exchanged, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange except as provided in the Indenture, and the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, except as provided in this Note, whether or not this Note be overdue,
and neither the Company, the Trustee nor any such agent will be affected by
notice to the contrary.
All terms used in this Note which are defined in the Indenture have the
meanings assigned to them in the Indenture. The Company will furnish to any
Holder on written request and without charge a copy of the Indenture.
------------------------------
Assignment Form
If you the holder want to assign this Note, fill in the form below and have
your signature guaranteed:
I or we assign and transfer this Note to
--------------------------------------
(Insert assignee's social security or tax ID number)
---------------------------
(Print or type assignee's name, address and zip code) and irrevocably
appoint
------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Date: Your signature:
--------------- -------------------------------------
(Sign exactly as your name appears on
the face of this Note)
Signature Guarantee:
------------------------------------------------------------
------------------------------
Option of Holder to Elect Purchase
If you wish to have this Note purchased by the Company pursuant to Section
14.01 of the Indenture, check the Box: [_]
If you wish to have a portion of this Note (which is $1,000 or an integral
multiple thereof) purchased by the Company pursuant to Section 14.01 of the
Indenture, state the amount you wish to have purchased: $
-----------------------
Date: Your Signature(s):
----------- ---------------------------
Tax Identification No.:
-----------------------------------------
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee:
- -------------------------------------------------------------
[THE SECURITIES REPRESENTED HEREBY WERE ISSUED IN A TRANSACTION CONSTITUTING A
"BUSINESS COMBINATION" WITHIN THE MEANING OF RULE 145 UNDER THE SECURITIES ACT
OF 1933 TO A PERSON WHO WAS AN "AFFILIATE" OF A PARTY TO THAT TRANSACTION
(OTHER THAN THE ISSUER) PURSUANT TO THE [TITLE OF ACQUISITION AGREEMENT] AMONG
THE ISSUER, [NAME OF COMPANY] AND THE OTHER PERSONS PARTIES THERETO AND MAY NOT
BE SOLD OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH THE PROVISIONS OF THAT
AGREEMENT AND THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 OR AN
APPLICABLE EXEMPTION THEREFROM. A COPY OF THE [TITLE OF ACQUISITION AGREEMENT]
MAY BE OBTAINED FREE OF CHARGE BY CONTACTING THE ISSUER'S GENERAL COUNSEL AT
(713) 599-0100.]
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN RESIDENTIAL SERVICES, INC. AND
SUBIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,001
<SECURITIES> 0
<RECEIVABLES> 49,581
<ALLOWANCES> 2,315
<INVENTORY> 16,326
<CURRENT-ASSETS> 86,765
<PP&E> 64,021
<DEPRECIATION> 29,674
<TOTAL-ASSETS> 334,761
<CURRENT-LIABILITIES> 56,619
<BONDS> 144,185
0
0
<COMMON> 15
<OTHER-SE> 134,831
<TOTAL-LIABILITY-AND-EQUITY> 334,761
<SALES> 101,080
<TOTAL-REVENUES> 101,080
<CGS> 76,028
<TOTAL-COSTS> 76,028
<OTHER-EXPENSES> 22,711
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,750
<INCOME-PRETAX> 170
<INCOME-TAX> 75
<INCOME-CONTINUING> 95
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 95
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
