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 4, 2008

 

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  7.01  REGULATION FD DISCLOSURE.

 

On the 4th day of August, 2008, Comfort Systems USA, Inc., a Delaware corporation (the “Company”), a leading provider of commercial/industrial heating, ventilation and air conditioning services, posted to the “Investor” section of its Internet website (www.comfortsystemsusa.com) an investor presentation slideshow.  The Company intends to use this presentation in making presentations to analysts, potential investors, and other interested parties.

 

The information included in the investor presentation includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance.  The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses.  These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

 

The information in this Form 8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  The investor presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements.  These risks are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

A copy of the presentation is furnished herewith as Exhibit 99.1

 

Item 9.01        Financial Statements and Exhibits

 

The following Exhibits are included herein:

 

Exhibit 99.1 Slideshow presentation dated August 4, 2008.

 

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 T. McKenna

 

 

Trent T. McKenna

 

 

Vice President and General Counsel

Date:      August 5, 2008

 

 

 

2



 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Title or Description

 

 

 

99.1

 

Slideshow presentation dated August 4, 2008.

 

3


Exhibit 99.1

 

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As of August 4, 2008

 


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2 This presentation 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, 2007. These forward-looking statements speak only as of the date of this filing. 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. Safe Harbor Statement

 


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3 To be the nation’s premier HVAC and mechanical systems installation and services provider. Vision

 


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4 Mission To provide the best value HVAC and mechanical systems installation and service, principally in the mid-market commercial, industrial, and institutional sectors, while caring for our customers, employees and the environment and realizing superior returns for our stockholders.

 


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5 Act with honesty and integrity. Show respect for all stakeholders. Exceed customer expectations. Seek “win-win” solutions. Demonstrate spirit, drive, and teamwork. Pursue innovation. Achieve premier safety performance. Commit to energy efficiency. Communicate openly and often. Impact our communities positively. Values

 


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6 Comfort Systems USA National Commercial, Industrial, Institutional HVAC/Piping/Plumbing Strong balance sheet Substantial continuing growth 59% new construction; 41% service, repair, retrofit Revenue run rate $1.2 billion

 


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7 Comfort Today Over $20M $10M - $20M Under $10M Comfort Systems USA – Multi-Family Comfort Systems USA National Accounts ANNUAL REVENUES Region 3 Region 1 Region 2

 


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8 What We Do Commercial HVAC Quality People. Building Solutions. Applied Systems Piping Service, Repair, Retrofit

 


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9 Long Term Industry Growth The Dodge Index for Nonresidential Building Construction 2000=100 Building comfort a “necessity” Mechanical equipment – requires service, repair, replacement Increasing technical content and building automation Energy efficiency and IAQ emerging Outsourcing Commercial, Industrial, Institutional HVAC – A $40B+ Industry D R I V E R S 80 100 120 140 160 180 200 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 4%

 


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10 Industry Trend Toward Service & Replacement (Recurring Revenue) 5+ million commercial buildings (DOE) Recurring service 20 year replacement cycle “Inventory” of future business OEMs note significant deferred maintenance & replacement over recent years Source: The Trane Company NEW CONSTRUCTION 70% 30% 0% 50% 100% 1980 Share of Industry Revenues Time 70% 30% SERVICE & REPLACEMENT

 


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11 13% 28% 59% Revenues by Activity New Construction/Installation Replacement Service and Maintenance Q2 2008

 


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12 0 2,000 4,000 0-1M 1-5M 5-10M 10-15M 15+M PROJECT SIZE # OF PROJECTS (As of June 30, 2008) Diverse Project Mix Average Project Size $435,000 Average Project Length 6-9 months Value of Projects >$1M $1,186.1M Value of Projects <$1M $724.4M 4,098 242 50 11 7 TOTAL PROJECTS = 4,408

 


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13 Healthcare Education Government Manufacturing Office Building Multi-Family Retail/Restaurants Distribution Other Residential 16% 11% 13% 14% 15% 8% 1% 11% 1% 2% Top Ten Customers Diverse End-Use Base Served by 13 different Comfort operating units Largest customer = less than 3% of revenues Lodging & Entertainment Q2 2008 3% 5% Religious & Not-for-Profit

 


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14 Diverse End-Use Base Omni Orlando Resort at Championsgate Orlando, Florida Navy Federal Credit Union Pensacola, Florida University Hospital Little Rock, Arkansas University United Methodist Church Syracuse, New York

 


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15 Competitive Advantages High quality operations Ability to leverage and proliferate technical expertise Ability to collaborate on large jobs and share labor Energy efficiency services National multi-location service capability Purchasing economics Bonding and insurance

 


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16 Financial Overview

 


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17 Capital Structure Management $ Revenue Revenues 298 854 1370 1591 1546 2,000 1,500 1,000 500 0 819 Acquisition Phase and Industry Growth 785 820 1057 900 400 300 200 $ Debt Debt –– EBITDA 0.6 346 275 205 15 10 4.0 3.0 2.0 1.0 3.6 3.9 2.7 0.7 9 0.3 0.0 0.0 80 100 120 140 160 180 200 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 Sharpest downturn in 30 years Best-ever industry growth History – Financial Nonresidential Construction Spending (FW Dodge) 9/11/01 Dec 06 0.0 0 100 0 Sale of Assets 2000 2001 2002 1997 1998 1999 2003 2004 2005 2006 May 00 Dec 00 Dec 01 Dec 02 Dec 03 Dec 04 Dec 05 0 Sale of Assets 1110 2007 Dec 07 0.03 0 0.30 June 08

 


18 Backlog (in millions) 618.7 634.1 680.6 726.7 678.9 653.8 700.5 818.5 786.7 811.3 780.2 720.0 690.0 $0 $200 $400 $600 $800 $1,000 Ju n-05 S ep -0 5 Dec-05 Mar-06 J un-0 6 S e p-06 De c -0 6 Mar-07 Jun-07 S ep - 07 Dec-0 7 Mar-08 Jun-08 Backlog remains strong Multi-family backlog has decreased from a year ago All other categories have continued to grow Note: Excludes all divested and discontinued operations

 


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19 0.0 5.0 10.0 15.0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Safe employees Valued by customers Lost time injury rate is 60% less than industry average Claims cost per payroll dollar down from 4.6% to 1.5% We can build a culture OSHA Recordable Rate Source: Bureau of Labor Statistics, Standard Industry Classification (SIC) Code 20 1710 – Specialty Trades Contractors – HVAC and Plumbing & North American Industry Classification System (NAICS) Code 23822 Safety 50% Difference 20% Difference Industry Average Comfort Systems USA Our safety record is no accident.

 


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20 2Q YTD 2Q 08 07 08 07 Financial Profile – Ongoing Operations Revenues $ 355.1 $280.5 $ 650.8 $ 530.2 Adjusted EBITDA $ 27.8 $18.2 $ 43.1 $ 21.9 % Revenue 7.8% 6.5% 6.6% 4.1% Operating Income $ 24.6 $ 16.5 $ 37.4 $ 18.7 % Revenue 6.9% 5.9% 5.7% 3.5% Net Income - $ 15.2 $ 10.5 $ 23.4 $ 12.3 % Revenue 4.3% 3.7% 3.6% 2.3% Diluted EPS - $ 0.38 $ 0.25 $ 0.58 $ 0.30 Free Cash Flow $ 22.8 $ 19.1 $ 19.1 $ 3.8 Debt $ 12.8 $ 0.0 Cash $ 101.5 $ 87.9 Backlog $ 780.2 $ 720.0

 


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21 Revenues $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 $1,200 2003 2004 2005 2006 2007 Revenues Revenues for the six months ended June 30, 2008 were $650.8 million.

 


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22 Operating Margins (a) Annual Operating Margin 0% 1% 2% 3% 4% 5% 6% 2003 2004 2005 2006 2007 (a) This table includes non-GAAP financial information as the information provided excludes goodwill impairment charges of $2.7 million, $0.6 million and $33.9 million for 2003, 2004 and 2005, respectively. No goodwill impairment charge was recorded for 2006 and 2007. (b) Operating margins for the six months ended June 30, 2008 were 5.7%.

 


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23 Adjusted EBITDA – Continuing Operations $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 2003 2004 2005 2006 2007 $25.5 (millions) $39.3 $49.6 $17.9 $56.8 EBITDA for the six months ended June 30, 2008 were $43.1 million.

 


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24 Strong Cash Flows Funds From Operations (a) $ 83.6 $ 24.7 $37.4 CapEx, Net (b) (10.8) (7.6) (5.4) Free Cash Flow $ 72.8 $ 17.1 $ 32.0 (a) Funds From Operations is defined as net cash provided by operating activities adjusted by taxes paid related to the sale of businesses of $7.0 million in 2006. (b) CAPEX, Net represents capital expenditures net of proceeds from the sale of assets ($ in millions) 2007 2006 2005

 


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25 Financial Strengths Market share up – revenue and profit performance better than industry Commitment to cost containment $101.5 million cash at 6/30/08; substantial credit capacity if needed Positive free cash flow for nine calendar years

 


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26 Profile For Growth T I M E E A R N I N G S Service ACQUISITIONS INCREMENTAL SERVICE GROWTH CURRENT OPERATIONS (CONSTRUCTION AND SERVICE) Energy Efficiency Commercial HVAC

 


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27 Operations Increase Productivity Education – Leadership – Project Managers – Superintendents – Service Sales – Service Operations – Craft Best Practices – Project Management – Estimating Cooperation with suppliers Prefabrication New materials and methods

 


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28 Job Loop Project Estimating Post-Project Review We review projects and apply what we have learned to improve our performance. Project Pricing Project Qualification Project Management

 


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29 The only things that evolve by themselves in an organization are disorder, friction and malperformance. -Peter Drucker

 


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30 Service Increase Service* Grow Maintenance Base Education –Employees and Customers Higher margin opportunity Recurring revenue National accounts $2.50+ of repair and replacement for every $1.00 of maintenance Target Retrofit Projects –Energy Efficiency –IAQ * Maintenance, service, repair, retrofit

 


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31 Select Customers ® *Trademarks and logos are the property of their respective owners.

 


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32 Energy Efficiency-Retrofitting HVAC Green not a “fad” Energy costs drive need for efficiency1 HVAC 30% - 65 % electric usage Energy Star (Dept. of Energy/EPA) / LEED2 (USGBC3) 2- 4 year pay outs depending on electric rates, usage, age 1. FMI projects $21.2 Billion of new non-residential construction in 2008 will use green building principles. 2. Leadership Energy and Environmental Design 3. United States Green Building Council

 


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33 Growth Internal – More of what we do best – Service – Energy efficiency Step Out Growth – Start ups in new geographies – New locations for existing companies – Techs “on their own” Targeted acquisitions – Best non-union HVAC oriented mechanical in new area

 


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34 $20 million in revenue Construction and service In a growing market where we are not now Company that has performed well in the past and has continuing demonstrable upside Organizational structure capable of sustaining/improving the company Ownership/management that wants to stay on to operate company The Ideal Candidate

 


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35 Atlanta, GA (Service) Boise, ID Charleston, SC Columbia/Florence, SC Dallas/Fort Worth, TX El Paso, TX Ft. Lauderdale, FL Los Angeles, CA Nashville, TN Target Cities (Listed Alphabetically) Norfolk, VA Omaha, NE PA/NJ Portland, OR Richmond, VA San Antonio, TX Savannah, GA Spartanburg/Greenville, SC Tampa, FL

 


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36 Outlook Long-Term $40+ billion fragmented industry HVAC is a basic necessity Commercial construction continuing Growing installed base for recurring maintenance, service, repair and retrofit Scale opportunities – service, purchasing, prefab, bonding, best practices Diverse customer base and geography Energy efficiency and IAQ Financially and operationally sound – continuing to grow organically and by acquisition

 


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37 What We Do

 


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C O N T A C T: Bill George Executive Vice President and CFO 1-800-723-8431 bgeorge@comfortsystemsusa.com www.comfortsystemsusa.com