fix_Current_Folio_10Q

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑Q

 

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

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: 1‑13011

COMFORT SYSTEMS USA, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE
(State or other jurisdiction of
Incorporation or Organization)

76‑0526487
(I.R.S. Employer
Identification No.)

675 Bering Drive
Suite 400
Houston, Texas 77057
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 830‑9600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company (as defined in Rule 12b‑2 of the Exchange Act).

 

 

 

 

Large accelerated filer ☒

Accelerated filer 

Non‑accelerated filer ☐
(Do not check if a
smaller reporting company)

Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b‑2). Yes ☐  No ☒

The number of shares outstanding of the issuer’s common stock as of October 21, 2016 was 37,209,358 (excluding treasury shares of 3,914,007).

 

 

 

 


 

Table of Contents

COMFORT SYSTEMS USA, INC.

INDEX TO FORM 10 Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2016

 

 

 

 

 

    

Page

Part I—Financial Information

 

 

Item 1—Financial Statements

 

 

Consolidated Balance Sheets 

 

Consolidated Statements of Operations 

 

Consolidated Statements of Stockholders’ Equity 

 

Consolidated Statements of Cash Flows 

 

Condensed Notes to Consolidated Financial Statements 

 

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

13 

Item 3—Quantitative and Qualitative Disclosures about Market Risk 

 

23 

Item 4—Controls and Procedures 

 

24 

Part II—Other Information 

 

24 

Item 1—Legal Proceedings 

 

24 

Item 1A—Risk Factors 

 

24 

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds 

 

24 

Item 6—Exhibits 

 

26 

Signatures 

 

27 

 

 

 

 

 


 

Table of Contents

COMFORT SYSTEMS USA, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Amounts)

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

    

2016

    

2015

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,337

 

$

56,464

 

Accounts receivable, less allowance for doubtful accounts of $4,909 and $5,158, respectively

 

 

331,111

 

 

302,052

 

Other receivables

 

 

13,319

 

 

20,642

 

Inventories

 

 

9,719

 

 

7,941

 

Prepaid expenses and other

 

 

7,139

 

 

5,836

 

Costs and estimated earnings in excess of billings

 

 

36,239

 

 

31,338

 

Total current assets

 

 

422,864

 

 

424,273

 

 

PROPERTY AND EQUIPMENT, NET

 

 

66,490

 

 

60,813

 

GOODWILL

 

 

148,140

 

 

143,874

 

IDENTIFIABLE INTANGIBLE ASSETS, NET

 

 

44,993

 

 

41,079

 

DEFERRED INCOME TAX ASSETS

 

 

29,187

 

 

16,276

 

OTHER NONCURRENT ASSETS

 

 

6,068

 

 

5,279

 

Total assets

 

$

717,742

 

$

691,594

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

100

 

$

500

 

Current maturities of long-term capital lease obligations

 

 

190

 

 

251

 

Accounts payable

 

 

106,165

 

 

106,684

 

Accrued compensation and benefits

 

 

60,200

 

 

54,079

 

Billings in excess of costs and estimated earnings

 

 

81,408

 

 

85,397

 

Accrued self-insurance

 

 

29,280

 

 

29,803

 

Other current liabilities

 

 

36,355

 

 

28,677

 

Total current liabilities

 

 

313,698

 

 

305,391

 

LONG-TERM DEBT

 

 

27,480

 

 

10,500

 

LONG-TERM CAPITAL LEASE OBLIGATIONS

 

 

123

 

 

256

 

DEFERRED INCOME TAX LIABILITIES

 

 

1,810

 

 

1,810

 

OTHER LONG-TERM LIABILITIES

 

 

9,651

 

 

8,632

 

Total liabilities

 

 

352,762

 

 

326,589

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

Preferred stock, $.01 par, 5,000,000 shares authorized, none issued and outstanding

 

 

 —

 

 

 —

 

Common stock, $.01 par, 102,969,912 shares authorized, 41,123,365 and 41,123,365 shares issued, respectively

 

 

411

 

 

411

 

Treasury stock, at cost, 3,893,129 and 3,696,781 shares, respectively

 

 

(56,079)

 

 

(46,845)

 

Additional paid-in capital

 

 

310,930

 

 

323,765

 

Retained earnings

 

 

109,718

 

 

69,390

 

Comfort Systems USA, Inc. stockholders’ equity

 

 

364,980

 

 

346,721

 

Noncontrolling interests

 

 

 —

 

 

18,284

 

Total stockholders’ equity

 

 

364,980

 

 

365,005

 

Total liabilities and stockholders’ equity

 

$

717,742

 

$

691,594

 

 

The accompanying notes are an integral part of these consolidated financial statements.

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COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

REVENUE

 

$

428,760

 

$

410,565

 

$

1,242,240

 

$

1,196,679

 

COST OF SERVICES

 

 

335,944

 

 

323,100

 

 

986,496

 

 

962,477

 

Gross profit

 

 

92,816

 

 

87,465

 

 

255,744

 

 

234,202

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

61,032

 

 

57,902

 

 

180,245

 

 

168,967

 

GAIN ON SALE OF ASSETS

 

 

(166)

 

 

(298)

 

 

(523)

 

 

(625)

 

Operating income

 

 

31,950

 

 

29,861

 

 

76,022

 

 

65,860

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

3

 

 

 —

 

 

6

 

 

68

 

Interest expense

 

 

(563)

 

 

(399)

 

 

(1,870)

 

 

(1,358)

 

Changes in the fair value of contingent earn-out obligations

 

 

804

 

 

 —

 

 

468

 

 

125

 

Other

 

 

80

 

 

37

 

 

455

 

 

64

 

Other income (expense)

 

 

324

 

 

(362)

 

 

(941)

 

 

(1,101)

 

INCOME BEFORE INCOME TAXES

 

 

32,274

 

 

29,499

 

 

75,081

 

 

64,759

 

INCOME TAX EXPENSE

 

 

11,803

 

 

9,613

 

 

27,052

 

 

22,202

 

NET INCOME INCLUDING NONCONTROLLING INTERESTS

 

 

20,471

 

 

19,886

 

 

48,029

 

 

42,557

 

Less: Net income attributable to noncontrolling interests

 

 

 —

 

 

2,213

 

 

 —

 

 

6,414

 

NET INCOME ATTRIBUTABLE TO COMFORT SYSTEMS USA, INC.

 

$

20,471

 

$

17,673

 

$

48,029

 

$

36,143

 

INCOME PER SHARE ATTRIBUTABLE TO COMFORT SYSTEMS USA, INC.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.55

 

$

0.47

 

$

1.28

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.54

 

$

0.46

 

$

1.27

 

$

0.96

 

SHARES USED IN COMPUTING INCOME PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

37,360

 

 

37,552

 

 

37,380

 

 

37,431

 

Diluted

 

 

37,821

 

 

38,007

 

 

37,854

 

 

37,844

 

DIVIDENDS PER SHARE

 

$

0.070

 

$

0.065

 

$

0.205

 

$

0.185

 

The accompanying notes are an integral part of these consolidated financial statements.

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COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands, Except Share Amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Non-

 

Total

 

 

    

Common Stock

    

Treasury Stock

    

Paid-In

 

Retained

    

Controlling

    

Stockholders’

 

 

    

Shares

    

Amount

    

Shares

    

Amount

    

Capital

    

Earnings

    

Interests

    

Equity

 

BALANCE AT DECEMBER 31, 2014

 

41,123,365

 

$

411

 

(3,853,586)

 

$

(43,598)

 

$

320,084

 

$

29,384

 

$

15,112

 

$

321,393

 

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

49,364

 

 

8,076

 

 

57,440

 

Issuance of Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for options exercised including tax benefit

 

 —

 

 

 —

 

317,333

 

 

3,728

 

 

966

 

 

 —

 

 

 —

 

 

4,694

 

Issuance of restricted stock & performance stock

 

 —

 

 

 —

 

200,015

 

 

2,292

 

 

(626)

 

 

 —

 

 

 —

 

 

1,666

 

Shares received in lieu of tax withholding payment on vested restricted stock

 

 —

 

 

 —

 

(44,590)

 

 

(937)

 

 

 —

 

 

 —

 

 

 —

 

 

(937)

 

Tax benefit from vesting of restricted stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

284

 

 

 —

 

 

 —

 

 

284

 

Stock-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

3,057

 

 

 —

 

 

 —

 

 

3,057

 

Dividends

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(9,358)

 

 

 —

 

 

(9,358)

 

Distribution to noncontrolling interest

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(4,904)

 

 

(4,904)

 

Share repurchase

 

 —

 

 

 —

 

(315,953)

 

 

(8,330)

 

 

 —

 

 

 —

 

 

 —

 

 

(8,330)

 

BALANCE AT DECEMBER 31, 2015

 

41,123,365

 

 

411

 

(3,696,781)

 

 

(46,845)

 

 

323,765

 

 

69,390

 

 

18,284

 

 

365,005

 

Cumulative effect of change in accounting principle (unaudited)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(38)

 

 

 —

 

 

(38)

 

Net income (unaudited)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

48,029

 

 

 —

 

 

48,029

 

Issuance of Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for options exercised (unaudited)

 

 —

 

 

 —

 

56,999

 

 

765

 

 

(32)

 

 

 —

 

 

 —

 

 

733

 

Issuance of restricted stock & performance stock (unaudited)

 

 —

 

 

 —

 

172,727

 

 

2,282

 

 

(306)

 

 

 —

 

 

 —

 

 

1,976

 

Shares received in lieu of tax withholding payment on vested restricted stock (unaudited)

 

 —

 

 

 —

 

(41,788)

 

 

(1,304)

 

 

 —

 

 

 —

 

 

 —

 

 

(1,304)

 

Stock-based compensation (unaudited)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

3,024

 

 

 —

 

 

 —

 

 

3,024

 

Dividends (unaudited)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(7,663)

 

 

 —

 

 

(7,663)

 

Acquisition of noncontrolling interests (unaudited)

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(15,521)

 

 

 —

 

 

(18,284)

 

 

(33,805)

 

Share repurchase (unaudited)

 

 —

 

 

 —

 

(384,286)

 

 

(10,977)

 

 

 —

 

 

 —

 

 

 —

 

 

(10,977)

 

BALANCE AT SEPTEMBER 30, 2016 (unaudited)

 

41,123,365

 

$

411

 

(3,893,129)

 

$

(56,079)

 

$

310,930

 

$

109,718

 

$

 —

 

$

364,980

 

The accompanying notes are an integral part of these consolidated financial statements.

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COMFORT SYSTEMS USA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

    

2016

    

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income including noncontrolling interests

 

$

48,029

 

$

42,557

 

Adjustments to reconcile net income to net cash provided by operating activities—

 

 

 

 

 

 

 

Amortization of identifiable intangible assets

 

 

6,227

 

 

5,601

 

Depreciation expense

 

 

13,444

 

 

11,785

 

Bad debt expense

 

 

(177)

 

 

1,132

 

Deferred tax expense (benefit)

 

 

(606)

 

 

(2,755)

 

Amortization of debt financing costs

 

 

273

 

 

238

 

Gain on sale of assets

 

 

(523)

 

 

(625)

 

Changes in the fair value of contingent earn-out obligations

 

 

(468)

 

 

(125)

 

Stock-based compensation

 

 

3,868

 

 

4,254

 

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures—

 

 

 

 

 

 

 

(Increase) decrease in—

 

 

 

 

 

 

 

Receivables, net

 

 

(4,301)

 

 

(1,283)

 

Inventories

 

 

(298)

 

 

(218)

 

Prepaid expenses and other current assets

 

 

(3,648)

 

 

27

 

Costs and estimated earnings in excess of billings

 

 

(3,726)

 

 

(8,651)

 

Other noncurrent assets

 

 

(128)

 

 

(275)

 

Increase (decrease) in—

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

1,628

 

 

19,986

 

Billings in excess of costs and estimated earnings

 

 

(10,928)

 

 

2,912

 

Other long-term liabilities

 

 

1,088

 

 

23

 

Net cash provided by operating activities

 

 

49,754

 

 

74,583

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(17,257)

 

 

(15,216)

 

Proceeds from sales of property and equipment

 

 

847

 

 

891

 

Cash paid for acquisitions, net of cash acquired

 

 

(58,510)

 

 

(6,158)

 

Net cash used in investing activities

 

 

(74,920)

 

 

(20,483)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from revolving line of credit

 

 

144,000

 

 

24,500

 

Payments on revolving line of credit

 

 

(129,000)

 

 

(53,000)

 

Payments on other debt

 

 

(567)

 

 

 —

 

Payments on capital lease obligations

 

 

(194)

 

 

(277)

 

Debt financing costs

 

 

(789)

 

 

 —

 

Payments of dividends to stockholders

 

 

(7,663)

 

 

(6,924)

 

Share repurchase

 

 

(10,977)

 

 

(4,930)

 

Shares received in lieu of tax withholding

 

 

(1,304)

 

 

(937)

 

Excess tax benefit of stock-based compensation

 

 

 —

 

 

747

 

Proceeds from exercise of options

 

 

733

 

 

2,971

 

Distributions to noncontrolling interests

 

 

 —

 

 

(2,897)

 

Payments for contingent consideration arrangements

 

 

(200)

 

 

(345)

 

Net cash used in financing activities

 

 

(5,961)

 

 

(41,092)

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

(31,127)

 

 

13,008

 

CASH AND CASH EQUIVALENTS, beginning of period

 

 

56,464

 

 

32,064

 

CASH AND CASH EQUIVALENTS, end of period

 

$

25,337

 

$

45,072

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


 

Table of Contents

 

COMFORT SYSTEMS USA, INC.

 

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

September 30, 2016

 

(Unaudited)

1. Business and Organization

 

Comfort Systems USA, Inc., a Delaware corporation, provides comprehensive mechanical contracting services, which principally includes heating, ventilation and air conditioning (“HVAC”), plumbing, piping and controls, as well as off-site construction, electrical, monitoring and fire protection. We install, maintain, repair and replace products and systems throughout the United States. Approximately 39% of our consolidated 2016 revenue is attributable to installation of systems in newly constructed facilities, with the remaining 61% attributable to maintenance, repair and replacement services.

 

Our consolidated 2016 revenue was derived from the following service activities, all of which are in the mechanical services industry, the single industry segment we serve:

 

 

 

 

 

 

 

 

 

 

Revenue

 

Service Activity

    

$ in thousands

    

%

 

HVAC  

 

$

930,694

 

75

%

Plumbing

 

 

181,824

 

15

%

Building Automation Control Systems

 

 

68,042

 

5

%

Other

 

 

61,680

 

5

%

Total

 

$

1,242,240

 

100

%

 

 

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

These interim statements should be read in conjunction with the historical Consolidated Financial Statements and related notes of Comfort Systems included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2015 (the “Form 10-K”).

 

The accompanying unaudited consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X of the SEC. Accordingly, these financial statements do not include all the footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Form 10-K. We believe all adjustments necessary for a fair presentation of these interim statements have been included and are of a normal and recurring nature. Certain amounts in prior periods may have been reclassified to conform to the current year presentation.  The effects of the reclassifications were not material to the unaudited consolidated financial statements.  The results of operations for interim periods are not necessarily indicative of the results for the full fiscal year.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, revenue and expenses and disclosures regarding contingent assets and liabilities. Actual results could differ from those estimates. The most significant estimates used in our financial statements affect revenue and cost recognition for construction contracts, the allowance for doubtful accounts, self-insurance accruals, deferred tax assets, warranty accruals, fair value accounting for acquisitions and the quantification of fair value for reporting units in connection with our goodwill impairment testing.

 

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Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a framework that replaces the existing revenue recognition guidance. The guidance can be applied on a full retrospective or modified retrospective basis whereby the entity records a cumulative effect of initially applying this update at the date of initial application. We currently plan to use the modified retrospective basis on the adoption date. It is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements.

 

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”, which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. It is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Entities should apply the new guidance prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The standard requires lessees to recognize assets and liabilities for most leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. ASU 2016-02’s transition provisions are applied using a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. Full retrospective application is prohibited. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation (Topic 718)”. The standard changes certain aspects of accounting for share-based payments to employees. Specifically, the new guidance requires excess tax benefits and tax deficiencies to be recognized in the income statement instead of additional paid-in capital when the awards vest or are settled. Additionally, cash flows related to excess tax benefits will be presented as an operating activity rather than a financing activity. ASU 2016-09 also allows an employer to repurchase more of an employee’s shares than it previously could for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period.

 

We elected to early adopt ASU 2016-09 in the second quarter of 2016, which required us to reflect any adjustments as of January 1, 2016. The primary impact of adoption was the recognition of $0.1 million of excess tax benefits in our provision for income taxes rather than additional paid-in capital. We elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized.  The impact of this change in accounting policy was less than $0.1 million and was recorded as a cumulative effect adjustment to retained earnings for the increase to stock compensation expense. Amendments to the accounting for minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016.

 

We elected to apply the presentation requirements for cash flows related to excess tax benefits prospectively, which resulted in an increase to net cash provided by operations and a decrease to net cash provided by financing of $0.1 million for the three months ended March 31, 2016. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to our consolidated cash flow statement as such cash flows have historically been presented as a financing activity.

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This standard provides guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows and is intended to reduce diversity in practice with respect to these items.  The standard is applied using a retrospective transition method and is effective for fiscal years

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beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the potential impact of this authoritative guidance on our consolidated financial statements.

 

Financial Instruments

 

Our financial instruments consist of cash and cash equivalents, accounts receivable, other receivables, accounts payable, life insurance policies, notes to former owners, capital leases and a revolving credit facility. We believe that the carrying values of these instruments on the accompanying balance sheets approximate their fair values.

 

Segment Disclosure

 

Our activities are within the mechanical services industry, which is the single industry segment we serve. Each operating unit represents an operating segment and these segments have been aggregated, as the operating units meet all of the aggregation criteria.

 

3. Fair Value Measurements

 

We classify and disclose assets and liabilities carried at fair value in one of the following three categories:

 

·

Level 1—quoted prices in active markets for identical assets and liabilities;

 

·

Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and

 

·

Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of September 30, 2016 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance

 

Fair Value Measurements at Reporting Date

 

 

 

September 30,

 

 

 

 

 

 

 

 

    

2016

    

Level 1

    

Level 2

    

Level 3

 

Cash and cash equivalents

 

$

25,337

 

$

25,337

 

$

 —

 

$

 —

 

Life insurance—cash surrender value

 

$

3,737

 

$

 —

 

$

3,737

 

$

 —

 

Contingent earn-out obligations

 

$

2,794

 

$

 —

 

$

 —

 

$

2,794

 

 

Cash and cash equivalents consist primarily of highly rated money market funds at a variety of well‑known institutions with original maturities of three months or less. The original cost of these assets approximates fair value due to their short term maturity.

 

One of our operations has life insurance policies covering 52 employees with a combined face value of $45.1 million. The policy is invested in mutual funds and the fair value measurement of the cash surrender balance associated with these policies is determined using Level 2 inputs within the fair value hierarchy and will vary with investment performance. The cash surrender value of these policies was $3.7 million as of September 30, 2016 and $3.6 million as of December 31, 2015. These assets are included in “Other Noncurrent Assets” in our consolidated balance sheets.

 

We value contingent earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.

 

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The table below presents a reconciliation of the fair value of our contingent earn-out obligations that use significant unobservable inputs (Level 3) (in thousands).

 

 

 

 

 

 

Balance at beginning of year

    

$

450

 

Issuances

 

 

3,240

 

Settlements

 

 

(428)

 

Adjustments to fair value

 

 

(468)

 

Balance at September 30, 2016

 

$

2,794

 

 

We measure certain assets at fair value on a nonrecurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. We did not recognize any impairments, in the current quarter, on those assets required to be measured at fair value on a nonrecurring basis.

 

4. Acquisitions

 

We completed two acquisitions in the first quarter of 2016. We acquired the remaining 40% noncontrolling interest in Environmental Air Systems, LLC (“EAS”) on January 1, 2016 for $47.0 million, including $42.0 million funded on the closing date plus a holdback, an earn-out that we will pay if certain financial targets are met after the acquisition date and a working capital adjustment. Due to our majority ownership and control over EAS on the acquisition date, the difference between the preliminary purchase price and the noncontrolling interest liability was recorded in Additional Paid-In Capital in our Balance Sheet.

 

Additionally in the first quarter of 2016, we acquired 100% of the ShoffnerKalthoff family of companies (collectively, “Shoffner”), which reports as a separate operating location in the Knoxville, Tennessee area. Shoffner was included in our consolidated results of operations beginning on its acquisition date, which included revenue of $55.3 million. The preliminary acquisition date fair value of consideration transferred for this acquisition was $20.1 million, of which $14.4 million was allocated to goodwill and identifiable intangible assets. The preliminary purchase price included $15.5 million funded on the closing date plus a note payable to former owners, an earn-out that we will pay if certain financial targets are met after the acquisition date and a working capital adjustment. Our consolidated balance sheet includes preliminary allocations of the purchase price to the assets acquired and liabilities assumed for this acquisition pending the completion of the final valuation of intangible assets and accrued liabilities. The acquisitions completed in the current year were not material, individually or in the aggregate.

 

Other Acquisitions

 

We funded cash of $0.8 million in the first quarter of 2016 for an acquisition completed in the fourth quarter of 2015. We also completed one acquisition in the third quarter of 2015 and two acquisitions in the first quarter of 2015. These acquisitions were not material and were “tucked-in” with existing operations. The total purchase price for the “tucked-in” acquisitions, including earn-outs, was $7.1 million for the nine months ended September 30, 2015.

 

The results of operations of acquisitions are included in our consolidated financial statements from their respective acquisition dates. Additional contingent purchase price (“earn-out”) has been or will be paid if certain acquisitions achieve predetermined profitability targets. Such earn-outs are not subject to the continued employment of the sellers.

 

5. Goodwill

 

The changes in the carrying amount of goodwill are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

    

2016

    

2015

 

Balance at beginning of year

 

$

143,874

 

$

140,341

 

Additions (See Note 4)

 

 

4,266

 

 

3,533

 

Balance at end of period

 

$

148,140

 

$

143,874

 

 

 

 

 

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6. Debt Obligations

 

Debt obligations consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

    

2016

    

2015

 

Revolving credit facility

 

$

25,000

 

$

10,000

 

Notes to former owners

 

 

2,250

 

 

1,000

 

Other debt

 

 

330

 

 

 —

 

Capital lease obligations

 

 

313

 

 

507

 

Total debt

 

 

27,893

 

 

11,507

 

Less—current portion

 

 

(290)

 

 

(751)

 

Total long-term portion of debt

 

$

27,603

 

$

10,756

 

 

Revolving Credit Facility

 

On February 22, 2016, we amended our senior credit facility (the “Facility”) provided by a syndicate of banks, increasing our borrowing capacity from $250.0 million to $325.0 million, with a $100 million accordion option. The Facility, which is available for borrowings and letters of credit, expires in February 2021 and is secured by a first lien on substantially all of our personal property except for assets related to projects subject to surety bonds and assets held by certain unrestricted subsidiaries and a second lien on our assets related to projects subject to surety bonds. As of September 30, 2016, we had $25.0 million of outstanding borrowings, $41.5 million in letters of credit outstanding and $258.5 million of credit available.

 

There are two interest rate options for borrowings under the Facility, the Base Rate Loan Option and the Eurodollar Rate Loan Option. These rates are floating rates determined by the broad financial markets, meaning they can and do move up and down from time to time. Additional margins are then added to these two rates.

 

The following is a summary of the additional margins:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Total Indebtedness to

 

 

 

Credit Facility Adjusted EBITDA

 

 

    

Less than 0.75

    

0.75 to 1.50

    

1.50 to 2.25

    

2.25 or greater

 

Additional Per Annum Interest Margin Added Under:

 

 

 

 

 

 

 

 

 

Base Rate Loan Option

 

0.25

%  

0.50

%  

0.75

%  

0.75

%

Eurodollar Rate Loan Option

 

1.25

%

1.50

%

1.75

%

2.00

%

 

The weighted average interest rate applicable to the borrowings under the Facility was approximately 1.8% as of September 30, 2016.

 

Certain of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneficiaries under our self-funded insurance programs. We have also occasionally used letters of credit to guarantee performance under our contracts and to ensure payment to our subcontractors and vendors under those contracts. Our lenders issue such letters of credit through the Facility for a fee. We have never had a claim made against a letter of credit that resulted in payments by a lender or by us and believe such a claim is unlikely in the foreseeable future. The letter of credit fees range from 1.25% to 2.00% per annum, based on the ratio of Consolidated Total Indebtedness to Credit Facility Adjusted EBITDA, as defined in the credit agreement.

 

Commitment fees are payable on the portion of the revolving loan capacity not in use for borrowings or letters of credit at any given time. These fees range from 0.20% to 0.35% per annum, based on the ratio of Consolidated Total Indebtedness to Credit Facility Adjusted EBITDA, as defined in the credit agreement.

 

The Facility contains financial covenants defining various financial measures and the levels of these measures with which we must comply. Covenant compliance is assessed as of each quarter end.

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The Facility’s principal financial covenants include:

 

Leverage Ratio—The Facility requires that the ratio of our Consolidated Total Indebtedness to our Credit Facility Adjusted EBITDA not exceed (i) 3.00 to 1.00 as of the end of each fiscal quarter through September 30, 2017, and (ii) 2.75 to 1.00 as of the end of each fiscal quarter thereafter through maturity. The leverage ratio as of September 30, 2016 was 0.2.

 

Fixed Charge Coverage Ratio—The Facility requires that the ratio of (a) Credit Facility Adjusted EBITDA, less non-financed capital expenditures, tax provision, dividends and amounts used to repurchase stock to (b) the sum of interest expense and scheduled principal payments of indebtedness be at least 2.00 to 1.00; provided that the calculation of the fixed charge coverage ratio excludes stock repurchases and the payment of dividends at any time that the Company’s Net Leverage Ratio does not exceed 1.50 to 1.00. The Facility also allows the fixed charge coverage ratio not to be reduced for stock repurchases through September 30, 2015 in an aggregate amount not to exceed $25 million and for stock repurchases made after February 22, 2016 but on or prior to December 31, 2017 in an aggregate amount not to exceed $25 million, if at the time of and after giving effect to such repurchase the Company’s Net Leverage Ratio was less than or equal to 1.50 to 1.00. Capital expenditures, tax provision, dividends and stock repurchase payments are defined under the Facility for purposes of this covenant to be amounts for the four quarters ending as of any given quarterly covenant compliance measurement date. The fixed charge coverage ratio as of September 30, 2016 was 33.5.

 

Other Restrictions—The Facility permits acquisitions of up to $30.0 million per transaction, provided that the aggregate purchase price of all such acquisitions in the same fiscal year does not exceed $65.0 million. However, these limitations only apply when the Company’s Total Leverage Ratio is greater than 2.00 to 1.00.

 

While the Facility’s financial covenants do not specifically govern capacity under the Facility, if our debt level under the Facility at a quarter-end covenant compliance measurement date were to cause us to violate the Facility’s leverage ratio covenant, our borrowing capacity under the Facility and the favorable terms that we currently have could be negatively impacted by the lenders.

 

We were in compliance with all of our financial covenants as of September 30, 2016.

 

Notes to Former Owners

 

As part of the consideration used to acquire two companies, we have outstanding subordinated notes to the former owners. These notes had an outstanding balance of $2.3 million as of September 30, 2016. In conjunction with the Shoffner acquisition in the first quarter, we issued a subordinated note to former owners with an outstanding balance of $1.8 million as of September 30, 2016 that bears interest, payable quarterly, at a weighted average interest rate of 3.0%. The principal is due in equal installments in February 2018 and 2019. In conjunction with an acquisition in the fourth quarter of 2014, we issued a subordinated note to the former owners with an outstanding balance of $0.5 million as of September 30, 2016 that bears interest, payable quarterly, at a weighted average interest rate of 2.5%. The principal is due in October 2017.

 

Other Debt

 

As part of the Shoffner acquisition, we acquired debt with an outstanding balance at the acquisition date of $0.4 million with principle and interest due the last day of every month; ending on the December 30, 2019 maturity date. The interest rate is the one month LIBOR rate plus 2.25%. As of September 30, 2016, $0.3 million of the note was outstanding, of which $0.1 million was considered current.

 

In addition, with one of our acquisitions we acquired capital lease obligations. As of September 30, 2016, $0.3 million of capital lease obligations were outstanding, of which $0.2 million was considered current.

 

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7. Commitments and Contingencies

 

Claims and Lawsuits

 

We are subject to certain legal and regulatory claims, including lawsuits arising in the normal course of business. We maintain various insurance coverages to minimize financial risk associated with these claims. We have estimated and provided accruals for probable losses and related legal fees associated with certain litigation in the accompanying consolidated financial statements. While we cannot predict the outcome of these proceedings, in management’s opinion and based on reports of counsel, any liability arising from these matters individually and in the aggregate will not have a material effect on our operating results, cash flows or financial condition, after giving effect to provisions already recorded.

 

Surety

 

Many customers, particularly in connection with new construction, require us to post performance and payment bonds issued by a financial institution known as a surety. If we fail to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for any expenses or outlays it incurs. To date, we are not aware of any losses to our sureties in connection with bonds the sureties have posted on our behalf, and do not expect such losses to be incurred in the foreseeable future.

 

Surety market conditions have seen some strengthening as the commercial construction markets have started to rebound. Bonding capacity remains adequate in the current market conditions along with acceptable terms and conditions. Historically, approximately 20% to 30% of our business has required bonds. While we currently have strong surety relationships to support our bonding needs, future market conditions or changes in the sureties’ assessment of our operating and financial risk could cause the sureties to decline to issue bonds for our work. If that were to occur, the alternatives include doing more business that does not require bonds, posting other forms of collateral for project performance such as letters of credit or cash, and seeking bonding capacity from other sureties. We would likely also encounter concerns from customers, suppliers and other market participants as to our creditworthiness. While we believe our general operating and financial characteristics would enable us to ultimately respond effectively to an interruption in the availability of bonding capacity, such an interruption would likely cause our revenue and profits to decline in the near term.

 

Self-Insurance

 

We are substantially self-insured for workers’ compensation, employer’s liability, auto liability, general liability and employee group health claims, in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. Loss estimates associated with the larger and longer-developing risks, such as workers’ compensation, auto liability and general liability, are reviewed by a third-party actuary quarterly.

 

8. Stockholders’ Equity

 

Earnings Per Share

 

Basic earnings per share (“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 considering the dilutive effect of stock options, contingently issuable restricted stock, restricted stock units and performance stock units. The vesting of unvested contingently issuable performance stock units is based on the achievement of certain earnings per share targets and total shareholder return. These shares are considered contingently issuable shares for purposes of calculating diluted earnings per share. These shares are not included in the diluted earnings per share denominator until the performance criteria are met, if it is assumed that the end of the reporting period was the end of the contingency period.

 

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Unvested restricted stock, restricted stock units and performance stock units are included in diluted earnings per share, weighted outstanding until the shares and units vest. Upon vesting, the vested restricted stock, restricted stock units and performance stock units are included in basic earnings per share weighted outstanding from the vesting date.

 

There were approximately 0.1 million anti-dilutive stock options excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2016.  There were no anti-dilutive stock options for the three and nine months ended September 30, 2015.

 

The following table reconciles the number of shares outstanding with the number of shares used in computing basic and diluted earnings per share for each of the periods presented (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

Common shares outstanding, end of period

 

37,230

 

37,486

 

37,230

 

37,486

 

Effect of using weighted average common shares outstanding

 

130

 

66

 

150

 

(55)

 

Shares used in computing earnings per share—basic

 

37,360

 

37,552

 

37,380

 

37,431

 

Effect of shares issuable under stock option plans based on the treasury stock method

 

319

 

277

 

331

 

266

 

Effect of contingently issuable restricted shares

 

142

 

178

 

143

 

147

 

Shares used in computing earnings per share—diluted

 

37,821

 

38,007

 

37,854

 

37,844

 

 

Share Repurchase Program

 

On March 29, 2007, our Board of Directors (the “Board”) approved a stock repurchase program to acquire up to 1.0 million shares of our outstanding common stock. Subsequently, the Board has from time to time approved extensions of the program to acquire additional shares. On August 11, 2016, the Board approved an extension to the program by increasing the shares authorized for repurchase by 0.6 million shares.  Since the inception of the repurchase program, the Board has approved 8.1 million shares to be repurchased. As of September 30, 2016, we have repurchased a cumulative total of 7.3 million shares at an average price of $12.87 per share under the repurchase program.

 

The share repurchases will be made from time to time at our discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Board may modify, suspend, extend or terminate the program at any time. During the nine months ended September 30, 2016, we repurchased 0.4 million shares for approximately $11.0 million at an average price of $28.56 per share. 

 

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our historical Consolidated Financial Statements and related notes included elsewhere in this Form 10‑Q and the Annual Report on Form 10‑K filed with the Securities and Exchange Commission for the year ended December 31, 2015 (the “Form 10‑K”). This discussion contains “forward‑looking statements” regarding our business and industry within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause our actual future activities and results of operations to be materially different from those set forth in the forward‑looking statements. Important factors that could cause actual results to differ include risks set forth in “Item 1A. Risk Factors” included in our Form 10‑K. We undertake no obligation to revise or publicly release the results of any revision to these forward‑looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward‑looking statements. The terms “Comfort Systems,” “we,” “us,” or “the Company,” refer to Comfort Systems USA, Inc. or Comfort Systems USA, Inc. and its consolidated subsidiaries, as appropriate in the context.

 

Introduction and Overview

 

We are a national provider of comprehensive mechanical installation, renovation, maintenance, repair and replacement services within the mechanical services industry. We operate primarily in the commercial, industrial and institutional HVAC markets and perform most of our services within office buildings, retail centers, apartment complexes, manufacturing plants, and healthcare, education and government facilities.

 

Nature and Economics of Our Business

 

Approximately 81% of our revenue is earned on a project basis for installation of mechanical systems in newly constructed facilities or for replacement of systems in existing facilities. Customers hire us to ensure such systems deliver specified or generally expected heating, cooling, conditioning and circulation of air in a facility. This entails installing core system equipment such as packaged heating and air conditioning units, or in the case of larger facilities, separate core components such as chillers, boilers, air handlers, and cooling towers. We also typically install connecting and distribution elements such as piping and ducting. Our responsibilities usually require conforming the systems to pre‑established engineering drawings and equipment and performance specifications, which we frequently participate in establishing. Our project management responsibilities include staging equipment and materials to project sites, deploying labor to perform the work, and coordinating with other service providers on the project, including any subcontractors we might use to deliver our portion of the work.

 

When competing for project business, we usually estimate the costs we will incur on a project, and then propose a bid to the customer that includes a contract price and other performance and payment terms. Our bid price and terms are intended to cover our estimated costs on the project and provide a profit margin to us commensurate with the value of the installed system to the customer, the risk that project costs or duration will vary from estimate, the schedule on which we will be paid, the opportunities for other work that we might forego by committing capacity to this project, and other costs that we incur more broadly to support our operations but which are not specific to the project. Typically customers will seek bids from competitors for a given project. While the criteria on which customers select the winning bid vary widely and include factors such as quality, technical expertise, on‑time performance, post‑project support and service, and company history and financial strength, we believe that price is the most influential factor for most customers in choosing a mechanical installation and service provider.

 

After a customer accepts our bid, we generally enter into a contract with the customer that specifies what we will deliver on the project, what our related responsibilities are, and how much and when we will be paid. Our overall price for the project is typically set at a fixed amount in the contract, although changes in project specifications or work conditions that result in unexpected additional work are usually subject to additional payment from the customer via what are commonly known as change orders. Project contracts typically provide for periodic billings to the customer as we meet progress milestones or incur cost on the project. Project contracts in our industry also frequently allow for a small portion of progress billings or contract price to be withheld by the customer until after we have completed the work, typically for six months. Amounts withheld under this practice are known as retention or retainage.

 

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Labor and overhead costs account for the majority of our cost of service. Accordingly, labor management and utilization have the most impact on our project performance. Given the fixed price nature of much of our project work, if our initial estimate of project costs is wrong or we incur cost overruns that cannot be recovered in change orders, we can experience reduced profits or even significant losses on fixed price project work. We also perform some project work on a cost‑plus or a time and materials basis, under which we are paid our costs incurred plus an agreed‑upon profit margin, although such projects are sometimes subject to a guaranteed maximum cost. These margins are frequently less than fixed‑price contract margins because there is less risk of unrecoverable cost overruns in cost‑plus or time and materials work.

 

As of September 30, 2016 we had 4,518 projects in process. Our average project takes six to nine months to complete, with an average contract price of approximately $463,000. Our projects generally require working capital funding of equipment and labor costs. Customer payments on periodic billings generally do not recover these costs until late in the job. Our average project duration together with typical retention terms as discussed above generally allow us to complete the realization of revenue and earnings in cash within one year. We have what we believe is a well‑diversified distribution of revenue across end‑use sectors that we believe reduces our exposure to negative developments in any given sector. Because of the integral nature of HVAC and related controls systems to most buildings, we have the legal right in almost all cases to attach liens to buildings or related funding sources when we have not been fully paid for installing systems, except with respect to some government buildings. The service work that we do, which is discussed further below, usually does not give rise to lien rights.

 

A stratification of projects in progress as of September 30, 2016, by contract price, is as follows:

 

 

 

 

 

 

 

 

 

    

 

    

Aggregate

 

 

 

 

 

Contract

 

 

 

No. of

 

Price Value

 

Contract Price of Project

 

Projects

 

(millions)

 

Under $1 million

 

4,092

 

$

448.6

 

$1 million - $5 million

 

336

 

 

763.0

 

$5 million - $10 million

 

59

 

 

400.9

 

$10 million - $15 million

 

20

 

 

249.3

 

Greater than $15 million

 

11

 

 

228.1

 

Total

 

4,518

 

$

2,089.9

 

 

In addition to project work, approximately 19% of our revenue represents maintenance and repair service on already installed HVAC and controls systems. This kind of work usually takes from a few hours to a few days to perform. Prices to the customer are usually based on the equipment and materials used in the service as well as technician labor time. We usually bill the customer for service work when it is complete, typically with payment terms of up to thirty days. We also provide maintenance and repair service under ongoing contracts. Under these contracts, we are paid regular monthly or quarterly amounts and provide specified service based on customer requirements. These agreements typically cover periods ranging from one to three years with thirty‑ to sixty‑day cancellation notice periods.

 

A relatively small portion of our revenue comes from national and regional account customers. These customers typically have multiple sites, and contract with us to perform maintenance and repair service. These contracts may also provide for us to perform new or replacement systems installation. We operate a national call center to dispatch technicians to sites requiring service. We perform the majority of this work with our own employees, with the balance being subcontracted to third parties that meet our performance qualifications. We will also typically use proprietary information systems to maintain information on the customer’s sites and equipment, including performance and service records, and related cost data. These systems track the status of ongoing service and installation work, and may also monitor system performance data. Under these contractual relationships, we usually provide consolidated billing and credit payment terms to the customer.

 

Profile and Management of Our Operations

 

We manage our 35 operating units based on a variety of factors. Financial measures we emphasize include profitability, and use of capital as indicated by cash flow and by other measures of working capital principally involving project cost, billings and receivables. We also monitor selling, general, administrative and indirect project support

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expense, backlog, workforce size and mix, growth in revenue and profits, variation of actual project cost from original estimate, and overall financial performance in comparison to budget and updated forecasts. Operational factors we emphasize include project selection, estimating, pricing, management and execution practices, labor utilization, safety, training, and the make‑up of both existing backlog as well as new business being pursued, in terms of project size, technical application and facility type, end‑use customers and industries, and location of the work.

 

Most of our operations compete on a local or regional basis. Attracting and retaining effective operating unit managers is an important factor in our business, particularly in view of the relative uniqueness of each market and operation, the importance of relationships with customers and other market participants such as architects and consulting engineers, and the high degree of competition and low barriers to entry in most of our markets. Accordingly, we devote considerable attention to operating unit management quality, stability, and contingency planning, including related considerations of compensation, and non‑competition protection where applicable.

 

Economic and Industry Factors

 

As a mechanical and building controls services provider, we operate in the broader nonresidential construction services industry and are affected by trends in this sector. While we do not have operations in all major cities of the United States, we believe our national presence is sufficiently large that we experience trends in demand for and pricing of our services that are consistent with trends in the national nonresidential construction sector. As a result, we monitor the views of major construction sector forecasters along with macroeconomic factors they believe drive the sector, including trends in gross domestic product, interest rates, business investment, employment, demographics, and the general fiscal condition of federal, state and local governments.

 

Spending decisions for building construction, renovation and system replacement are generally made on a project basis, usually with some degree of discretion as to when and if projects proceed. With larger amounts of capital, time, and discretion involved, spending decisions are affected to a significant degree by uncertainty, particularly concerns about economic and financial conditions and trends. We have experienced periods of time when economic weakness caused a significant slowdown in decisions to proceed with installation and replacement project work.

 

Operating Environment and Management Emphasis

 

Nonresidential building construction and renovation activity, as reported by the federal government, declined over the four year period from 2009 to 2012, with 2013 and 2014 activity levels relatively stable at the low levels of the preceding years followed by an increase in activity in 2015. While we expect that activity levels and the underlying environment for nonresidential construction activity will remain below prior peaks, we have seen industry conditions in the first nine months of 2016 continue at the improved levels we saw in 2015.

 

As a result of our continued strong emphasis on cash flow, at September 30, 2016 we had a strong financial position, as discussed further in “Liquidity and Capital Resources” below. We have a credit facility in place with considerably less restrictive terms than those of our previous facilities; this facility does not expire until February 2021. We have strong surety relationships to support our bonding needs, and we believe our relationships with the surety markets are strong and benefit from our solid current results and financial position. We have generated positive free cash flow in each of the last seventeen calendar years and will continue our emphasis in this area. We believe that the relative size and strength of our balance sheet and surety support as compared to most companies in our industry represent competitive advantages for us.

 

As discussed at greater length in “Results of Operations” below, we expect price competition to continue as our customers and local and regional competitors respond cautiously to changing conditions. We will continue our efforts to expand and improve our service business, to find the more active sectors in our markets, and to increase our regional and national account business. Our primary emphasis for the remainder of 2016 will be on execution and cost control, but we are seeking growth based on our belief that industry conditions have improved, and we believe that activity levels will permit us to earn improved profits while preserving and developing our workforce. We continue to focus on project qualification, estimating, pricing and management; and we are investing in service growth and improved performance.

 

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Cyclicality and Seasonality

 

Historically, the construction industry has been highly cyclical. As a result, our volume of business may generally be adversely affected by declines in new installation and replacement projects in various geographic regions of the United States during periods of economic weakness.

 

The HVAC industry is subject to seasonal variations. Specifically, the demand for new installation and replacement is generally lower during the winter months (the first quarter of the year) due to reduced construction activity during inclement weather and less use of air conditioning during the colder months. Demand for HVAC services is generally higher in the second and third calendar quarters due to increased construction activity and increased use of air conditioning during the warmer months. Accordingly, we expect our revenue and operating results generally will be lower in the first calendar quarter.

 

Results of Operations (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

Revenue

 

$

428,760

    

100.0

%  

$

410,565

    

100.0

%  

$

1,242,240

    

100.0

%  

$

1,196,679

    

100.0

%

Cost of services

 

 

335,944

 

78.4

%

 

323,100

 

78.7

%

 

986,496

 

79.4

%

 

962,477

 

80.4

%

Gross profit

 

 

92,816

 

21.6

%

 

87,465

 

21.3

%

 

255,744

 

20.6

%

 

234,202

 

19.6

%

Selling, general and administrative expenses

 

 

61,032

 

14.2

%

 

57,902

 

14.1

%

 

180,245

 

14.5

%

 

168,967

 

14.1

%

Gain on sale of assets

 

 

(166)

 

 —

 

 

(298)

 

(0.1)

%

 

(523)

 

 —

 

 

(625)

 

(0.1)

%

Operating income

 

 

31,950

 

7.5

%

 

29,861

 

7.3

%

 

76,022

 

6.1

%

 

65,860

 

5.5 </