UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

May 5, 2005

 

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13011

 

76-0526487

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

777 Post Oak Boulevard, Suite 500
Houston, Texas

 

77056

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code

 

(713) 830-9600

 

 

 

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

ITEM 2.02  Results of Operations and Financial Condition

 

Attached and incorporated herein by reference as Exhibit 99 is a copy of a press release of Comfort Systems USA, Inc. dated May 4, 2005, reporting the Company’s financial results for the first quarter of 2005.

 

ITEM 9.01 Financial Statements and Exhibits

 

The following Exhibits are included herein:

 

Exhibit 99 Press Release of Comfort Systems USA, Inc. dated May 4, 2005, reporting the Company’s financial results for the first quarter of 2005.

 

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.

 

 

 

COMFORT SYSTEMS USA, INC.

 

 

 

 

 

By:

/s/ William George

 

 

William George, Executive Vice President

 

 

and Chief Financial Officer

 

 

 

Date:   May 4, 2005

 

 

 

2



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99

 

Press Release of Comfort System USA, Inc. dated May 4, 2005, reporting the Company’s financial results for the first quarter of 2005.

 

3


 

 

Exhibit 99

 

 

CONTACT:

William George

777 Post Oak Blvd, Suite 500

 

Chief Financial Officer

Houston, Texas 77056

 

(713) 830-9600

713-830-9600

 

 

Fax 713-830-9696

 

FOR IMMEDIATE RELEASE

 

COMFORT SYSTEMS USA REPORTS FIRST QUARTER RESULTS

 

—    Backlog Increases to Another Record Level    —

 

Houston, TX – May 4, 2005 – Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced net income of $529,000 or $0.01 per diluted share, for the quarter ended March 31, 2005, as compared to net income of $1,043,000 or $0.03 per diluted share, in the first quarter of 2004.

 

Bill Murdy, Comfort Systems USA’s Chairman and CEO, said, “Although as expected we earned less than we did last year in our seasonally low first quarter, we continue to feel positive about our prospects to exceed our 2004 earnings during 2005.”

 

The Company reported revenues from continuing operations of $204,690,000 in the current quarter, an increase of 6.2% as compared to $192,801,000 in 2004.  Approximately 3.3% of this increase related to internal growth and the remaining 2.9% resulted from the acquisition of Granite State Plumbing & Heating in January 2005.  Following a very strong fourth quarter cash flow, the Company reported negative free cash flow of $7,436,000 in the current quarter which was funded entirely by existing cash balances.  Backlog as of March 31, 2005 was a record $629,600,000, up 9.8% from $573,400,000, the previous record as of December 31, 2004.

 

Murdy continued, “Our increased revenues and record backlog reflect continuing improvement in activity levels and suggest a good opportunity for success during the remainder of the year.  Our acquisition of Granite State Plumbing & Heating has met all of our initial expectations, and they are part of our revenue and backlog increase.  However, even without the effects of the Granite State acquisition, revenues were up $6.3 million and backlog has increased by $140.6 million from a year earlier.”

 

Bill Murdy concluded, “Overall, we believe we remain well-positioned to deliver strong results in 2005.”

 

As previously announced, the Company will host a conference call to discuss its financial results and position in more depth on Thursday, May 5, 2005 at 10:00 a.m. Central Time.  The call-in number for this conference call is 1-712-257-2124.  A replay of the entire call will be available until 6:00 p.m. Central Time, Thursday, May 12, 2005 by calling 1-203-369-1801.

 

Comfort Systems USA is a premier provider of business solutions addressing workplace comfort, with 60 locations in 51 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.

 

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 current plans and expectations of Comfort Systems USA, Inc. and involve risks and uncertainties that could cause 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, among others, retention of key management, national and regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with debt financing or bonding, shortages of labor and specialty building materials, seasonal fluctuations in the demand for HVAC systems and the use of incorrect estimates for bidding a fixed price contract and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.  These forward-looking statements speak only as of the date of this release.  Comfort Systems USA, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Comfort Systems USA Inc.’s expectations with regard thereto or any change in events, conditions or circumstances on which  any such statement is based.

 

                                         Financial table follows –

 



 

Comfort Systems USA, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2005 and 2004

(in thousands, except per share amounts)

(unaudited)

 

 

 

 

Three Months Ended
March 31,

 

 

 

2005

 

%

 

2004

 

%

 

Revenues

 

$

204,690

 

100.0

%

$

192,801

 

100.0

%

Cost of services

 

175,377

 

85.7

%

162,777

 

84.4

%

Gross profit

 

29,313

 

14.3

%

30,024

 

15.6

%

 

 

 

 

 

 

 

 

 

 

SG&A

 

28,077

 

13.7

%

27,055

 

14.0

%

Gain on sale of assets

 

(34

)

 

(36

)

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

1,270

 

0.6

%

3,005

 

1.6

%

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

247

 

0.1

%

497

 

0.3

%

Other expense (income)

 

(11

)

 

702

 

0.4

%

Income before taxes

 

1,034

 

0.5

%

1,806

 

0.9

%

Income taxes

 

505

 

 

 

796

 

 

 

Income from continuing operations

 

529

 

0.3

%

1,010

 

0.5

%

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Operating income, net of income tax expense of $23

 

 

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

529

 

 

 

$

1,043

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

Basic-

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.01

 

 

 

$

0.03

 

 

 

Discontinued operations-

 

 

 

 

 

 

 

 

 

Income from operations

 

 

 

 

 

 

 

Net income

 

$

0.01

 

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted-

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.01

 

 

 

$

0.03

 

 

 

Discontinued operations-

 

 

 

 

 

 

 

 

 

Income from operations

 

 

 

 

 

 

 

Net income

 

$

0.01

 

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

38,990

 

 

 

38,136

 

 

 

Diluted

 

40,062

 

 

 

39,443

 

 

 

 

Note 1:  The diluted earnings per share data presented above reflects the dilutive effect, if any, of stock options, warrants and contingently issuable restricted stock which were outstanding during the periods presented.

 

Supplemental Non-GAAP Information – Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (Unaudited):

 

 

 

Three Months Ended
March 31,

 

 

 

2005

 

%

 

2004

 

%

 

Net income

 

$

529

 

 

 

$

1,043

 

 

 

Discontinued operations

 

 

 

 

(33

)

 

 

Income taxes

 

505

 

 

 

796

 

 

 

Other expense (income)

 

(11

)

 

 

702

 

 

 

Interest expense, net

 

247

 

 

 

497

 

 

 

Gain on sale of assets

 

(34

)

 

 

(36

)

 

 

Depreciation

 

1,065

 

 

 

1,137

 

 

 

Adjusted EBITDA

 

$

2,301

 

1.1

%

$

4,106

 

2.1

%

 

Note 1:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income, excluding discontinued operations, income taxes, other expense (income), interest expense, net, gain on sale of assets and depreciation.  Adjusted EBITDA may be defined differently by other companies.  Adjusted EBITDA is presented because it is a financial measure that is frequently requested by third parties.  However, Adjusted EBITDA is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, Adjusted EBITDA should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

 



 

Comfort Systems USA, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

March 31,
2005

 

December 31,
2004

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

22,454

 

$

32,576

 

Accounts receivable, net

 

178,979

 

174,682

 

Costs and estimated earnings in excess of billings

 

25,734

 

25,440

 

Other current assets

 

27,092

 

28,031

 

Total current assets

 

254,259

 

260,729

 

 

 

 

 

 

 

Property and equipment, net

 

13,958

 

12,988

 

Goodwill

 

100,123

 

100,123

 

Other noncurrent assets

 

8,738

 

9,276

 

 

 

 

 

 

 

Total assets

 

$

377,078

 

$

383,116

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

2,068

 

$

2,071

 

Accounts payable

 

60,005

 

64,771

 

Billings in excess of costs and estimated earnings

 

40,015

 

37,104

 

Other current liabilities

 

50,428

 

55,822

 

Total current liabilities

 

152,516

 

159,768

 

 

 

 

 

 

 

Long-term debt

 

6,235

 

6,751

 

 

 

 

 

 

 

Total liabilities

 

158,751

 

166,519

 

 

 

 

 

 

 

Total equity

 

218,327

 

216,597

 

 

 

 

 

 

 

Total liabilities and equity

 

$

377,078

 

$

383,116

 

 

Selected Cash Flow Data (in thousands) (unaudited):

 

 

 

Three Months Ended
March 31,

 

 

 

2005

 

2004

 

Cash flow from operating activities

 

$

(5,541

)

$

(4,733

)

Cash flow from investing activities

 

$

(4,633

)

$

(255

)

Cash flow from financing activities

 

$

52

 

$

(29

)

 

 

 

 

 

 

Cash flow from operating activities

 

$

(5,541

)

$

(4,733

)

Purchases of property and equipment

 

(2,043

)

(1,317

)

Proceeds from sales of property and equipment

 

148

 

129

 

Free cash flow

 

$

(7,436

)

$

(5,921

)

 

Note 1:  Free cash flow is defined as cash flow from operating activities less customary capital expenditures, plus the proceeds from asset sales.  Free cash flow may be defined differently by other companies.  Free cash flow is presented because it is a financial measure that is frequently requested by third parties.  However, free cash flow is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, free cash flow should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.