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)   August 2, 2007

 

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 99.1 is a copy of a press release of Comfort Systems USA, Inc. (the “Company”) dated August 1, 2007 reporting the Company’s financial results for the second quarter of 2007.

ITEM 8.01 Other Events

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated August 1, 2007 reporting the Company’s declaration of a quarterly dividen d on the Company’s common stock to shareholders of record as of the close of business on the record date, August 31, 2007.

ITEM 9.01 Financial Statements and Exhibits

The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated August 1, 2007 reporting the Company’s financial results for the second quarter of 2007.

Exhibit 99.2 Press Release of Comfort Systems USA, Inc. dated August 1, 2007 reporting the Company’s declaration of a quarterly divid end on the Company’s common stock to shareholders of record as of the close of business on the record date, August 31, 2007.

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/ Trent McKenna

 

 

 

Trent T. McKenna,

 

 

 

Vice President and General Counsel

 

 

Date:       August 2, 2007

2




EXHIBIT INDEX

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of Comfort Systems USA, Inc. dated August 1, 2007 reporting the Company’s financial results for the second quarter of 2007.

 

 

 

99.2

 

Press Release of Comfort Systems USA, Inc dated August 1, 2007 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to shareholders of record as of the close of business on the record date, August 31, 2007.

 

3



Exhibit 99.1

CONTACT:

William George

 

 

Chief Financial Officer

777 Post Oak Blvd, Suite 500

 

(713) 830-9600

Houston, Texas 77056

 

 

713-830-9600

FOR IMMEDIATE RELEASE

Fax 713-830-9696

 

 

 

 

COMFORT SYSTEMS USA REPORTS SECOND QUARTER RESULTS

Net Income Increases 33% on Strong Revenues and Cash Flows —

Houston, TX – August 1, 2007 – 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 $10,501,000 or $0.25 per diluted share, for the quarter ended June 30, 2007, as compared to net income of $7,921,000 or $0.19 per diluted share, in the second quarter of 2006.

Bill Murdy, Comfort Systems USA’s Chairman and CEO, said, “Comfort Systems USA experienced an excellent increase in earnings this quarter, both sequentially and as compared to the same quarter last year.  We continued to experience challenges in our large multi-family subsidiary, however, as expected that loss was significantly less than we experienced in the first quarter.  Our remaining operations demonstrated great results.”

The Company reported revenues from continuing operations of $280,520,000 in the current quarter, an increase of 6.1% as compared to $264,390,000 in 2006. The Company also reported free cash flow of $19,079,000 in the current quarter, as compared to $6,762,000 in 2006.  Backlog as of June 30, 2007 was $719,967,000, compared to $700,522,000 as of March 31, 2007.  Backlog as of June 30, 2006 was $689,993,000.

Murdy continued, “Cash flows rebounded vigorously, already more than recovering from our usual first quarter investment in working capital.  The magnitude and quality of our backlog has increased, and we remain poised to exploit the strong market conditions for commercial, industrial and institutional building and service.  Overall, our workforce has continued to demonstrate their competence and commitment to excellence, and we feel confident that they will continue to prove that they are the best in the business.”

Bill Murdy concluded, “Our strong second quarter helps to reinforce our belief that despite a slow first quarter our 2007 profitability will improve as compared to our 2006 results.”

As previously announced, the Company will host a conference call to discuss its financial results and position in more depth on Thursday, August 2, 2007 at 10:00 a.m. Central Time.  The call-in number for this conference call is 1-866-356-4279 and enter 16954302 as the passcode.  The call can also be accessed on the Company’s website at www.comfortsystemsusa.com under the Investor tab.  A replay of the entire call will be available until 6:00 p.m. Central Time, Thursday, August 9, 2007 by calling 1-888-286-8010 with the conference passcode of 40853931, and will also be available on our website on the next business day following the call.

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 61 locations in 53 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, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, undertaking contractual commitments that exceed our labor resources, retention of key management, the Company’s backlog failing to translate into actual revenue or profits, errors in the Company’s percentage of completion method of accounting, the result of competition in the Company’s markets, seasonal fluctuations in the demand for HVAC systems, the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance, adverse litigation results and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.  Important factors that could cause actual results to differ are discussed under “Item 1A. Company Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  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 tables follow –




Comfort Systems USA, Inc.

Consolidated Statements of Operations

For the Three Months and Six Months Ended June 30, 2007 and 2006

(in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

%

 

2006

 

%

 

2007

 

%

 

2006

 

%

 

Revenues

 

$

280,520

 

 

100.0

%

 

$

264,390

 

 

100.0

%

 

$

530,160

 

 

100.0

%

 

$

500,775

 

 

100.0

%

 

Cost of services

 

228,797

 

 

81.6

%

 

221,926

 

 

83.9

%

 

441,923

 

 

83.4

%

 

421,543

 

 

84.2

%

 

Gross profit

 

51,723

 

 

18.4

%

 

42,464

 

 

16.1

%

 

88,237

 

 

16.6

%

 

79,232

 

 

15.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

35,207

 

 

12.6

%

 

30,414

 

 

11.5

%

 

69,584

 

 

13.1

%

 

60,157

 

 

12.0

%

 

Gain on sale of assets

 

(27

)

 

 

 

(49

)

 

 

 

(46

)

 

 

 

(69

)

 

 

 

Operating income

 

16,543

 

 

5.9

%

 

12,099

 

 

4.6

%

 

18,699

 

 

3.5

%

 

19,144

 

 

3.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

529

 

 

0.2

%

 

416

 

 

0.2

%

 

1,080

 

 

0.2

%

 

907

 

 

0.2

%

 

Other income (expense)

 

24

 

 

 

 

(1

)

 

 

 

57

 

 

 

 

18

 

 

 

 

Income before income taxes

 

17,096

 

 

6.1

%

 

12,514

 

 

4.7

%

 

19,836

 

 

3.7

%

 

20,069

 

 

4.0

%

 

Income tax expense

 

6,595

 

 

 

 

 

4,797

 

 

 

 

 

7,529

 

 

 

 

 

7,818

 

 

 

 

 

Income from continuing operations

 

10,501

 

 

3.7

%

 

7,717

 

 

2.9

%

 

12,307

 

 

2.3

%

 

12,251

 

 

2.4

%

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss, net of income tax benefit (expense) of $—, $(6), $—,and $105

 

 

 

 

 

 

(5

)

 

 

 

 

 

 

 

 

 

(212

)

 

 

 

 

Estimated gain on disposition, including income tax benefit of $—, $209, $—, and $209

 

 

 

 

 

 

209

 

 

 

 

 

 

 

 

 

 

209

 

 

 

 

 

Net income

 

$

10,501

 

 

 

 

 

$

7,921

 

 

 

 

 

$

12,307

 

 

 

 

 

$

12,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.26

 

 

 

 

 

$

0.19

 

 

 

 

 

$

0.30

 

 

 

 

 

$

0.31

 

 

 

 

 

Discontinued operations -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

 

 

 

 

Estimated gain on disposition

 

 

 

 

 

 

0.01

 

 

 

 

 

 

 

 

 

 

0.01

 

 

 

 

 

Net income

 

$

0.26

 

 

 

 

 

$

0.20

 

 

 

 

 

$

0.30

 

 

 

 

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.25

 

 

 

 

 

$

0.19

 

 

 

 

 

$

0.30

 

 

 

 

 

$

0.30

 

 

 

 

 

Discontinued operations -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

 

 

 

 

Estimated gain on disposition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.01

 

 

 

 

 

Net income

 

$

0.25

 

 

 

 

 

$

0.19

 

 

 

 

 

$

0.30

 

 

 

 

 

$

0.30

 

 

 

 

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

40,655

 

 

 

 

 

40,244

 

 

 

 

 

40,578

 

 

 

 

 

40,060

 

 

 

 

 

Diluted

 

41,407

 

 

 

 

 

41,209

 

 

 

 

 

41,355

 

 

 

 

 

41,045

 

 

 

 

 

 

Note 1:  The diluted earnings per share data presented above reflects the dilutive effect, if any, of stock options 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

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

%

 

2006

 

%

 

2007

 

%

 

2006

 

%

 

Net income

 

$

10,501

 

 

 

 

 

$

7,921

 

 

 

 

 

$

12,307

 

 

 

 

 

$

12,248

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

(204

)

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

Income taxes

 

6,595

 

 

 

 

 

4,797

 

 

 

 

 

7,529

 

 

 

 

 

7,818

 

 

 

 

 

Other (income) expense

 

(24

)

 

 

 

 

1

 

 

 

 

 

(57

)

 

 

 

 

(18

)

 

 

 

 

Interest income, net

 

(529

)

 

 

 

 

(416

)

 

 

 

 

(1,080

)

 

 

 

 

(907

)

 

 

 

 

Gain on sale of assets

 

(27

)

 

 

 

 

(49

)

 

 

 

 

(46

)

 

 

 

 

(69

)

 

 

 

 

Depreciation and amortization

 

1,679

 

 

 

 

 

1,289

 

 

 

 

 

3,223

 

 

 

 

 

2,515

 

 

 

 

 

Adjusted EBITDA

 

$

18,195

 

 

6.5

%

 

$

13,339

 

 

5.0

%

 

$

21,876

 

 

4.1

%

 

$

21,590

 

 

4.3

%

 

 

Note 1:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as net income, excluding discontinued operations, income taxes, other (income) expense, interest income, net, gain on sale of assets and depreciation and amortization.  Other companies may define Adjusted EBITDA differently. 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)

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,932

 

$

90,286

 

Accounts receivable, net

 

254,384

 

234,763

 

Costs and estimated earnings in excess of billings

 

26,366

 

23,680

 

Assets related to discontinued operations

 

7

 

221

 

Other current assets

 

25,536

 

28,326

 

Total current assets

 

394,225

 

377,276

 

Property and equipment, net

 

17,813

 

15,504

 

Goodwill

 

65,833

 

62,954

 

Other noncurrent assets

 

6,531

 

6,031

 

Total assets

 

$

484,402

 

$

461,765

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

 

$

 

Accounts payable

 

80,669

 

81,180

 

Billings in excess of costs and estimated earnings

 

80,433

 

65,949

 

Other current liabilities

 

66,736

 

70,886

 

Liabilities related to discontinued operations

 

370

 

450

 

Total current liabilities

 

228,208

 

218,465

 

Long-term debt

 

 

 

Other long-term liabilities

 

1,572

 

586

 

Total liabilities

 

229,780

 

219,051

 

Total stockholders’ equity

 

254,622

 

242,714

 

Total liabilities and stockholders’ equity

 

$

484,402

 

$

461,765

 

 

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

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Cash provided by (used in)

 

$

21,224

 

$

8,586

 

$

8,396

 

$

(11,922

)

Operating activities

 

$

(2,144

)

$

(845

)

$

(9,016

)

$

21,810

 

Investing activities

 

$

(186

)

$

989

 

$

(1,734

)

$

1,610

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow:

 

 

 

 

 

 

 

 

 

Cash from operating activities

 

$

21,224

 

$

8,586

 

$

8,396

 

$

(11,922

)

Purchases of property and equipment

 

(2,227

)

(1,994

)

(4,717

)

(4,043

)

Proceeds from sales of property and equipment

 

82

 

170

 

123

 

279

 

Taxes paid related to the sale of businesses

 

 

 

 

7,020

 

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

19,079

 

$

6,762

 

$

3,802

 

$

(8,666

)

 

Note 1:  Free cash flow is defined as cash flow from operating activities excluding items related to sale of businesses,  less customary capital expenditures, plus the proceeds from asset sales.  Other companies may define free cash flow differently.  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.



Exhibit 99.2

CONTACT:

William George

 

 

Chief Financial Officer

777 Post Oak Blvd, Suite 500

 

(713) 830-9600

Houston, Texas 77056

 

713-830-9600

FOR IMMEDIATE RELEASE

Fax 713-830-9696

 

COMFORT SYSTEMS USA DECLARES QUARTERLY DIVIDEND

Houston, TX – August 1, 2007 – Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced that the Board of Directors declared a quarterly dividend of $.035 per share on Comfort Systems USA, Inc. common stock.  The dividend is payable on September 20, 2007 to shareholders of record at the close of business on August 31, 2007.

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 61 locations in 53 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, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, undertaking contractual commitments that exceed our labor resources, retention of key management, the Company’s backlog failing to translate into actual revenue or profits, errors in the Company’s percentage of completion method of accounting, the result of competition in the Company’s markets, seasonal fluctuations in the demand for HVAC systems, the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance, adverse litigation results and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.  Important factors that could cause actual results to differ are discussed under “Item 1A. Company Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  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.