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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 19, 1997
(DATE OF EARLIEST EVENT REPORTED: DECEMBER 12, 1997)
GROUP MAINTENANCE AMERICA CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-13565 76-0535259
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
8 GREENWAY PLAZA, SUITE 1500
HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 860-0100
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ITEM 5. OTHER EVENTS
On December 12, 1997, Group Maintenance America Corp. (the "Company")
issued a press release announcing that (i) it had signed letters of intent to
acquire four companies with annual revenues in excess of $87 million, (ii) the
underwriters of the Company's initial public offering exercised their option to
purchase an additional 840,000 shares of common stock at a price of $14 per
share and (iii) the Company filed a shelf registration on Form S-4 with the
Securities and Exchange Commission to register 7,000,000 shares of common stock
to facilitate future acquisitions.
On December 17, the Company issued a press release announcing that it had
signed letters of intent to acquire five additional companies with aggregate
annual revenues in excess of $17 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99(a) Press release issued December 12, 1997 announcing that (i) the Company
had signed letters of intent to acquire four companies with aggregate
annual revenues in excess of $87 million, (ii) the underwriters of the
Company's initial public offering exercised their option to purchase an
additional 840,000 shares of common stock at a price of $14 per share
and (iii) the Company filed a shelf registration on Form S-4 with the
Securities and Exchange Commission to register 7,000,000 shares of
common stock to facilitate future acquisitions.
99(b) Press release issued December 17, 1997 announcing that the Company had
signed letters of intent to acquire five companies with aggregate annual
revenues in excess of $17 million.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GROUP MAINTENANCE AMERICA CORP.
By: /s/ RANDOLPH W. BRYANT
--------------------------------
Randolph W. Bryant
Senior Vice President
and General Counsel
Date: December 19, 1997
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EXHIBIT 99(a)
[GROUPMAC LOGO APPEARS HERE] 8 Greenway Plaza
Suite 1500
Houston, Texas 77046
Ph 713-860-0100
Fx 713-626-4766
From: Group Maintenance America Corp.
8 Greenway Plaza, Suite 1500 888-626-4984
Houston, Texas 77046
(713) 860-0100 email [email protected]
MAK - 9703
FOR IMMEDIATE RELEASE
GROUPMAC ANNOUNCES $87 MILLION IN SEVERAL PENDING ACQUISITIONS,
ISSUANCE OF STOCK, FILING OF SHELF REGISTRATION AND $75 MILLION CREDIT FACILITY
HOUSTON (December 12, 1997) - Group Maintenance America Corp. ("GroupMAC"),
(NYSE: MAK) today announced the following:
. GroupMAC has signed letters of intent to acquire four companies with annual
revenues in excess of $87 million. When the acquisitions are completed,
these companies will add three new cities and one new state to GroupMAC's
existing operations. The aggregate consideration is expected to be
approximately $39.7 million, consisting of approximately $18.7 million in
cash, $19.6 million in common stock and the assumption of $1.4 million of
long term debt. All of the acquisitions are being accounted for as
"purchase" transactions. Following the acquisitions, GroupMAC's annualized
revenues will be in excess of $400 million. The Company expects to close
these transactions prior to January 31, 1998, subject to due diligence,
negotiation of definitive documents, regulatory approvals and other
customary conditions.
. The Underwriters of the Company's initial public offering exercised their
option to purchase an additional 840,000 shares of common stock at a price
of $14 per share. The Company has received net proceeds from the sale of
$10,936,800.
. The Company filed a "shelf registration" with the Securities and Exchange
Commission on Form S-4 to register 7,000,000 shares of common stock to
facilitate future acquisitions. The Company had previously disclosed its
intention to file this registration statement in its Prospectus dated
November 6, 1997.
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. The Company closed a $75,000,000 revolving credit facility with a syndicate
of commercial banks, led by Texas Commerce Bank National Association, as
Agent, the proceeds of which will be used primarily for acquisitions.
Rick Millinor, Chief Executive Officer, said "These companies to be
acquired have had to wait for several months as we finalized our IPO. Their
patience and their ultimate decision to join GroupMAC is a vote of confidence in
GroupMAC's business strategy. These firms share GroupMAC's focus on satisfying
the needs of the customer by developing and motivating the best employees, the
core of our strategy for becoming the leading provider in this industry."
Chet Jachimiec, GroupMAC's Executive Vice President of Acquisitions, said
"GroupMAC's acquisition plan is off to a very strong start. Prior to our IPO,
the Company had established internal goals to acquire approximately $25 million
in annual revenues in the fourth quarter of 1997. The IPO fell midway in the
fourth quarter, and gave us a very short time to reactivate our acquisition
process. We attribute our success in getting back up to speed to the large
backlog of high-quality prospects that the Company had in process when it
suspended negotiations in June of this year (in preparation for the filing of
its registration statement), or which have come to it since that time. The
strong acquisition pace in the fourth quarter represents the realization of a
portion of that seven month backlog, and investors should be cautioned not to
anticipate that this pace will continue throughout 1998."
Group Maintenance America Corp. is a leading provider of heating, air
conditioning, plumbing and electrical services to residential and commercial
customers. Headquartered in Houston, Texas, the Company has operations in 37
cities in 21 states throughout the United States (before taking into account
pending acquisitions).
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the Company's current expectations and involve risks and
uncertainties that could cause the Company's actual results to differ materially
from those set forth in the statements. Factors that could cause the Company's
results to differ materially from current expectations are listed under the
caption "Risk Factors" in the Company's Prospectus dated November 6, 1997.
For additional information, contact Russell K. Bay, Manager of Corporate
Planning, at (713) 860-0105.
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EXHIBIT 99(b)
[GROUPMAC LOGO APPEARS HERE] 8 Greenway Plaza
Suite 1500
Houston, Texas 77046
Ph 713-860-0100
Fx 713-626-4766
From: Group Maintenance America Corp.
8 Greenway Plaza, Suite 1500 888-626-4984
Houston, Texas 77046
(713) 860-0100 email [email protected]
MAK - 9704
FOR IMMEDIATE RELEASE
GROUPMAC ANNOUNCES $17 MILLION IN ADDITIONAL PENDING ACQUISITIONS
AND ITS GOALS AND OBJECTIVES FOR ACQUISITIONS IN 1998
HOUSTON (December 17, 1997) - Group Maintenance America Corp. ("GroupMAC")
(NYSE: MAK), announced today that it has signed letters of intent to acquire
five companies with aggregate annual revenues in excess of $17 million.
These five pending acquisitions are in addition to the four transactions
announced in the Company's December 12, 1997 press release and brings the total
revenues for pending acquisitions signed in the fourth quarter to $104 million.
The aggregate consideration for this $104 million in revenue is expected to be
approximately $51.4 million, consisting of approximately $23.6 million in cash,
$25.2 million in common stock and the assumption of $2.6 million of long term
debt.
The nine acquisitions announced in the fourth quarter will add five new
cities and one new state to GroupMAC's existing operations. Of the $104 million
in revenues to be acquired, 51% comes from maintenance, repair and replacement
services. The business mix of the nine companies is 71% commercial services and
29% residential services. All of the acquisitions are being accounted for as
"purchase" transactions. Following these acquisitions, GroupMAC's annualized
revenues will be in excess of $420 million. The Company expects to close these
transactions prior to January 31, 1998, subject to due diligence, negotiation of
definitive documents, regulatory approvals and other customary conditions.
The Company also announced that it expects to acquire an average of $50
million in annual revenues per quarter during 1998, although the amount closed
in any given quarter may be more or less than that. The Company will focus its
acquisition efforts on companies with a higher proportion of maintenance, repair
and replacement services than the Company's present mix of business. The Company
also intends for its commercial/residential mix to continue a shift toward more
of a 50/50 balance.
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Chet Jachimiec, GroupMAC's Executive Vice President of Acquisitions, said
"GroupMAC's acquisition results remain ahead of plan. Prior to our IPO, the
Company had set an internal goal to acquire approximately $25 million in annual
revenues during December, 1997. With the previously announced transactions plus
these five new letters of intent, we have signed up over $104 million in annual
revenue, far exceeding our expectations. Although none of these nine
transactions will result in the recording of income in the fourth quarter of
1997, the amount of income we had anticipated from fourth quarter closings was
not significant. Depending on the timing of actual closings, these acquisitions
will contribute two or three months of earnings to the first quarter, putting us
ahead of plan for 1998.
"We believe that our goal to acquire roughly $50 million in annual revenue
per quarter in 1998 is a sustainable level of activity over the long term. The
Company's current pace, which is substantially in excess of that level, is
expected to moderate as we work through the backlog. Although we expect
significant additional acquisitions in the first quarter, the time and effort
required to close the $104 million announced in the fourth quarter may result in
less than $50 million in additional revenue being closed in the first quarter."
Group Maintenance America Corp. is a leading provider of heating, air
conditioning, plumbing and electrical services to residential and commercial
customers. Headquartered in Houston, Texas, the Company has operations in 37
cities in 21 states throughout the United States (before taking into account
pending acquisitions).
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on the Company's current expectations and involve risks and uncertainties
that could cause the Company's actual results to differ materially from those
set forth in the statements. Factors that could cause the Company's results to
differ materially from current expectations are listed under the caption "Risk
Factors" in the Company's Prospectus dated November 6, 1997 (Registration No.
333-34067).
For additional information, contact Russell K. Bay, Manager of Corporate
Planning, at (713) 860-0105.
