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, 2006

 

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13011

 

76-0526487

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
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., a Delaware corporation (the “Company”) dated August 2, 2006 reporting the Company’s financial results for the second quarter of 2006.

 

Item 7.01 Regulation FD Disclosure

 

On the 4th day of August, 2006, 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 Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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, 2005.

 

A copy of the presentation is furnished herewith as Exhibit 99.2

 

Item 8.01 Other Events

 

Attached and incorporated herein by reference as Exhibit 99.3 is a copy of a press release of the Company dated August 2, 2006 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, 2006.

 

Item 9.01 Financial Statements and Exhibits

 

The following Exhibits are included herein:

 

Exhibit 99.1 Press release of the Company dated August 2, 2006 reporting the Company’s financial results for the second quarter of 2006.

 

Exhibit 99.2 Slideshow presentation dated August 4, 2006.

 

2



 

Exhibit 99.3 Press release of the Company dated August 2, 2006 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, 2006.

 

 

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 4, 2006

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Exhibit 99.1 Press release of the Company dated August 2, 2006 reporting the Company’s financial results for the second quarter of 2006.

 

 

 

99.2

 

Exhibit 99.2 Slideshow presentation dated August 2, 2006.

 

 

 

99.3

 

Exhibit 99.3 Press release of the Company dated August 2, 2006 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, 2006.

 

4


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 69.3% on Strong Revenues    —

 

Houston, TX – August 2, 2006 – 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 $7,921,000 or $0.19 per diluted share, for the quarter ended June 30, 2006, as compared to net income of $4,678,000 or $0.12 per diluted share, in the second quarter of 2005. Excluding the write off of debt costs, net income from continuing operations was $5,362,000 or $0.13 per diluted share for the quarter ended June 30, 2005.

 

Bill Murdy, Comfort Systems USA’s Chairman and CEO, said, “We are pleased with our strong second quarter results and with the strength and improvement our operations continue to demonstrate. Significant increases in profits and revenues in our second quarter build solidly on our strong first quarter, and they add to our optimism about the future.”

 

The Company reported revenues from continuing operations of $264,390,000 in the current quarter, an increase of 15.2% as compared to $229,547,000 in 2005. The Company also reported free cash flow of $6,762,000 in the current quarter as compared to free cash flow of $10,808,000 in 2005. Backlog as of June 30, 2006 was $689,993,000, as compared to $726,726,000, as of March 31, 2006 on a same store basis. Backlog as of June 30, 2005 was $618,717,000 on a same store basis.

 

The Company reported net income for the six months ended June 30, 2006 of $12,248,000 or $0.30 per diluted share as compared to net income of $5,207,000 or $0.13 per diluted share in 2005. The Company reported net income from continuing operations for the six months ended June 30, 2006 of $12,251,000 or $0.30 per diluted share as compared to net income from continuing operations of $6,163,000 or $0.15 per diluted share. Excluding the write off of debt costs, net income from continuing operations was $6,642,000 or $0.17 per diluted share for the six months ended June 30, 2005. The Company reported revenues of $500,775,000 from continuing operations for the first six months of 2006, as compared to $423,647,000 in 2005.

 

Murdy continued, “Net income essentially doubled for the first half of 2006 as compared to the first half of 2005. Our recent very high backlog levels continued, although we experienced a decrease in backlog levels in our multi-family residential activities this quarter that resulted in a sequential decrease in total backlog, while total backlog was up significantly from the same quarter a year ago. The decrease in multi-family residential backlog more than accounted for the drop in total backlog, and thus backlog levels for commercial work actually increased during the second quarter.”

 

Bill Murdy concluded, “In recent years Comfort Systems USA has successfully executed a strategy of developing our team members and strengthening our core operations. Although we continue our focus on improving existing operations, we are also concentrating on making prudent investments in growth. With a strong balance sheet and continued strength in our core operations, we look forward to a busy and successful third quarter and year.”

 



 

As previously announced, the Company will host a conference call to discuss its financial results and position in more depth on Thursday, August 3, 2006 at 10:00 a.m. Central Time. The call-in number for this conference call is 1-210-234-0008. A replay of the entire call will be available until 6:00 p.m. Central Time, Thursday, August 10, 2006 by calling 1-402-220-0275.

 

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 57 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 or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with 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, 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, 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, 2005. 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 and Six Months Ended June 30, 2006 and 2005

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2006

 

%

 

2005

 

%

 

2006

 

%

 

2005

 

%

 

Revenues

 

$

264,390

 

100.0

%

$

229,547

 

100.0

%

$

500,775

 

100.0

%

$

423,647

 

100.0

%

Cost of services

 

221,926

 

83.9

%

191,296

 

83.3

%

421,543

 

84.2

%

357,279

 

84.3

%

Gross profit

 

42,464

 

16.1

%

38,251

 

16.7

%

79,232

 

15.8

%

66,368

 

15.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

30,414

 

11.5

%

28,565

 

12.4

%

60,157

 

12.0

%

54,348

 

12.8

%

Gain on sale of assets

 

(49

)

 

(25

)

 

(69

)

 

(103

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

12,099

 

4.6

%

9,711

 

4.2

%

19,144

 

3.8

%

12,123

 

2.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense (income), net

 

(416

)

(0.2

)%

254

 

0.1

%

(907

)

(0.2

)%

501

 

0.1

%

Write off of debt costs

 

 

 

870

 

0.4

%

 

 

870

 

0.2

%

Other expense (income)

 

1

 

 

(65

)

 

(18

)

 

(75

)

 

Income before taxes

 

12,514

 

4.7

%

8,652

 

3.8

%

20,069

 

4.0

%

10,827

 

2.6

%

Income taxes

 

4,797

 

 

 

3,769

 

 

 

7,818

 

 

 

4,664

 

 

 

Income from continuing operations

 

7,717

 

2.9

%

4,883

 

2.1

%

12,251

 

2.4

%

6,163

 

1.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss, net of income tax benefit (expense) of $(6), $25, $105, and $415

 

(5

)

 

 

(342

)

 

 

(212

)

 

 

(1,093

)

 

 

Estimated gain on disposition, including income tax benefit (expense) of $209, $(82), $209, and $(82)

 

209

 

 

 

137

 

 

 

209

 

 

 

137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,921

 

 

 

$

4,678

 

 

 

$

12,248

 

 

 

$

5,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.19

 

 

 

$

0.12

 

 

 

$

0.31

 

 

 

$

0.16

 

 

 

Discontinued operations -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

 

(0.01

)

 

 

(0.03

)

 

 

Estimated gain on disposition

 

0.01

 

 

 

 

 

 

0.01

 

 

 

 

 

 

Net income

 

$

0.20

 

 

 

$

0.12

 

 

 

$

0.31

 

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.19

 

 

 

$

0.12

 

 

 

$

0.30

 

 

 

$

0.15

 

 

 

Discontinued operations -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

 

 

(0.01

)

 

 

(0.02

)

 

 

Estimated gain on disposition

 

 

 

 

 

 

 

0.01

 

 

 

 

 

 

Net income

 

$

0.19

 

 

 

$

0.12

 

 

 

$

0.30

 

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

40,244

 

 

 

39,173

 

 

 

40,060

 

 

 

39,082

 

 

 

Diluted

 

41,209

 

 

 

40,107

 

 

 

41,045

 

 

 

40,131

 

 

 

 

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 (unaudited):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2006

 

%

 

2005

 

%

 

2006

 

%

 

2005

 

%

 

Income from continuing operations (after tax)

 

$

7,717

 

 

 

$

4,883

 

 

 

$

12,251

 

 

 

$

6,163

 

 

 

Write off of debt costs (after tax)

 

 

 

 

479

 

 

 

 

 

 

479

 

 

 

Income from continuing operations (after tax), excluding the write off of debt costs

 

$

7,717

 

2.9%

 

$

5,362

 

2.3%

 

$

12,251

 

2.4%

 

$

6,642

 

1.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share – income from continuing operations (after tax), excluding the write off of debt costs

 

$

0.19

 

 

 

$

0.13

 

 

 

$

0.30

 

 

 

$

0.17

 

 

 

 

Note 1:  Operating results from continuing operations, excluding the write off of debt costs, is presented because the Company believes it reflects the results of the core ongoing operations of the Company, and because we believe it is responsive to frequent questions we receive about the Company from third parties. However, this measure is not considered a primary measure of an entity’s financial results under generally accepted accounting principles, and accordingly, this amount should not be considered an alternative to operating results as determined under generally accepted accounting principles and as reported by the Company.

 

Note 2:  The tax rate on this item was computed using the pro forma effective tax rate of the Company exclusive of this charge.

 

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,

 

 

 

2006

 

%

 

2005

 

%

 

2006

 

%

 

2005

 

%

 

Net income

 

$

7,921

 

 

 

$

4,678

 

 

 

$

12,248

 

 

 

$

5,207

 

 

 

Discontinued operations

 

(204

)

 

 

205

 

 

 

3

 

 

 

956

 

 

 

Income taxes

 

4,797

 

 

 

3,769

 

 

 

7,818

 

 

 

4,664

 

 

 

Write off of debt costs

 

 

 

 

870

 

 

 

 

 

 

870

 

 

 

Other expense (income)

 

1

 

 

 

(65

)

 

 

(18

)

 

 

(75

)

 

 

Interest (income) expense, net

 

(416

)

 

 

254

 

 

 

(907

)

 

 

501

 

 

 

Gain on sale of assets

 

(49

)

 

 

(25

)

 

 

(69

)

 

 

(103

)

 

 

Depreciation and amortization

 

1,289

 

 

 

1,025

 

 

 

2,515

 

 

 

1,979

 

 

 

Adjusted EBITDA

 

$

13,339

 

5.0%

 

$

10,711

 

4.7%

 

$

21,590

 

4.3%

 

$

13,999

 

3.3%

 

 

Note 1:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income, excluding discontinued operations, income taxes, write off of debt costs, other expense (income), interest (income) expense, 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,

 

 

 

2006

 

2005

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

67,091

 

$

55,593

 

Accounts receivable, net

 

229,685

 

195,025

 

Receivable from sale of operations

 

 

23,800

 

Costs and estimated earnings in excess of billings

 

28,923

 

22,512

 

Assets related to discontinued operations

 

992

 

3,996

 

Other current assets

 

24,796

 

25,149

 

Total current assets

 

351,487

 

326,075

 

 

 

 

 

 

 

Property and equipment, net

 

14,063

 

12,705

 

Goodwill

 

62,954

 

62,954

 

Other noncurrent assets

 

6,421

 

6,949

 

 

 

 

 

 

 

Total assets

 

$

434,925

 

$

408,683

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

 

$

 

Accounts payable

 

76,231

 

71,922

 

Billings in excess of costs and estimated earnings

 

70,942

 

53,279

 

Liabilities related to discontinued operations

 

678

 

1,309

 

Other current liabilities

 

59,302

 

68,650

 

Total current liabilities

 

207,153

 

195,160

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

Total liabilities

 

207,153

 

195,160

 

 

 

 

 

 

 

Total equity

 

227,772

 

213,523

 

 

 

 

 

 

 

Total liabilities and equity

 

$

434,925

 

$

408,683

 

 

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

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Cash flow from operating activities

 

$

 8,586

 

$

 11,929

 

$

 (11,922)

 

$

 6,388

 

Cash flow from investing activities

 

$

(845

)

$

(203

)

$

21,810

 

$

(4,836

)

Cash flow from financing activities

 

$

989

 

$

(7,725

)

$

1,610

 

$

(7,673

)

 

 

 

 

 

 

 

 

 

 

Cash flow from operating activities

 

$

8,586

 

$

11,929

 

$

(11,922

)

$

6,388

 

Purchases of property and equipment

 

(1,994

)

(1,184

)

(4,043

)

(3,227

)

Proceeds from sales of property and equipment

 

170

 

63

 

279

 

211

 

Taxes paid related to the sale of business

 

 

 

7,020

 

 

Free cash flow

 

$

6,762

 

$

10,808

 

$

(8,666

)

$

3,372

 

 

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

 

 

 

 

 

 

 

GRAPHIC 

Quality People, Building Solutions. As of August 4, 2006


 


GRAPHIC 

This presentation includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as Amended. 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. Such risks, uncertainties and other important factors include, among others, the retention of key management, 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, seasonal fluctuations in the demand for HVAC systems, the use of incorrect estimates for bidding a fixed price contract, 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, and 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 filings 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, 2005. Safe Harbor Statement


 


GRAPHIC 

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


 


GRAPHIC 

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.


 


GRAPHIC 

Honesty and Integrity Respect for ALL Stakeholders Exceed Customer Expectations Seek “Win-Win” Solutions Entrepreneurial Spirit and Drive Premier Safety Performance Communicate Openly Positively Impact Our Communities Think National - Act Local Values


 


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Comfort Systems USA National Commercial, Industrial, Institutional HVAC/Piping/Plumbing Strong balance sheet Profitable/cash flow positive in tough 01-03 conditions Good results in 04 Increased growth, profitability and cash flow in 05/06 2006 - $501 million revenues 61% new construction; 39% service, repair, retrofit Current run rate approximately $1 billion


 


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Comfort Today Over $20M $10M - $20M Under $10M Comfort Systems USA – Multi-Family Comfort Systems USA National Accounts ANNUAL REVENUES


 


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


 


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What We Do


 


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Long Term Industry Growth The Dodge Index for Nonresidential Building Construction 1996=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 5% 60 80 100 120 140 160 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006


 


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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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13% 26% 61% Revenues by Activity New Construction/ Installation Replacement Service and Maintenance YTD June 2006


 


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PROJECT SIZE # OF PROJECTS (As of June 30, 2006) Diverse Project MixAverage Project Size $250,000 Average Project Length 6-9 months Value of Projects >$1M $907.3M Value of Projects <$1M $756.2M 6,378 205 48 7 4 TOTAL PROJECTS = 6,642 0 2,000 4,000 0-1M 1-5M 5-10M 10-15M 15+M


 


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Select General Contractors *Trademarks and logos are the property of their respective owners.


 


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Healthcare Schools Government Manufacturing Office Building Multi-Family Retail Distribution Other Residential 13% 8% 10% 14% 24% 7% 1% 9% 3% 2% Top Ten Customers Diverse End-Use Base Served by 11 different Comfort operating units Largest customer = less than 4% of revenues Hotels YTD June 2006 9%


 


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


 


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Financial Overview


 


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History 1997 to 1999 – IPO, rapid acquisition growth, strong organic growth 2000 – Integration challenges, trough in profits, high leverage, start of rationalization of operations 2001 – Working capital conservation increases cash flow/reduces debt 2002 to 2003 – Sale of assets; smaller stronger platform weathers worst industry conditions in 30 years 2004 – Renewed growth 2005 – Increased growth and profitability 2006 – Increased productivity and growth; push to increase service, repair, retrofit


 


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$ Revenue Sale of Assets Revenues 298 854 1370 1591 1546 2000 2001 2,000 1,500 1,000 500 0 2002 819 Acquisition Phase and Industry Growth 1997 1998 1999 2003 785 2004 820 2005 900 400 300 200 $ Debt Debt –– EBITDA Sale of Assets 0.6 346 275 205 15 10 4.0 3.0 2.0 1.0 0 3.6 3.9 2.7 0.7 May 00 Capital Structure Management Dec 00 Dec 01 Dec 02 Dec 03 9 Dec 04 0.3 0.0 Dec 05 0.00 Sharpest downturn in 30 years Best-ever industry growth History – Financial Nonresidential Construction Spending (FW Dodge) 9/11/01 60 80 100 120 140 160 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006


 


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Project Review and Controls If project > 10% TTM revenues or new technical application Then Senior Vice President review required prior to bid process This may include blind estimate by another Comfort unit experienced in type/size of project Bonding qualification Project management training Sarbanes/Oxley early compliance Monthly POC Review COO, CFO, Controller, RVP and Regional Controller Review POC detail for 15 largest projects at each of 40 operating units Focus on underbillings and estimate changes Cost-to-complete reviews at units RVP or Regional Controller participates in cost-to-complete for every unit at least once a quarter RVP and Regional Controller participate in multiple units’ cost-to-completes at quarter-end


 


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Backlog (in millions) Note: Excludes all divested and discontinued operations High backlog continues 412.5 422.0 447.1 507.8 569.1 618.7 634.1 726.7 680.6 690.0 0 200 400 600 800 Mar. 04 Jun. 04 Sept. 04 Dec. 04 Mar. 05 Jun. 05 Sept. 05 Dec. 05 Mar. 06 Jun. 06


 


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Safe employees Valued by customers Lost time accident rate is 80% less than industry average Claims cost per payroll dollar down from 4.6% to 1.7% We can change behavior 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. 0.0 5.0 10.0 15.0 1998 1999 2000 2001 2002 2003 2004 2005


 


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 2Q YTD 2Q 06 05 06(1) 05(1) Financial Profile – Ongoing Operations Revenues ………………………….. $ 264.4 $ 229.5 $ 500.8 $ 423.6 Adjusted EBITDA………..……….. $ 13.3 $ 10.7 $ 21.6 $ 14.0 % Revenue…………………….... 5.0% 4.7% 4.3% 3.3% Operating Income …………...….. $ 12.1 $ 9.7 $ 19.1 $ 12.1 % Revenue……………………… 4.6% 4.2% 3.8% 2.9% Net Income - Contg Ops………... $ 7.7 $ 4.9 $ 12.3 $ 6.2 % Revenue……………………… 2.9% 2.1% 2.4% 1.5% Diluted EPS - Contg Ops.………. $ 0.19 $ 0.12 $ 0.30 $ 0.15 Free Cash Flow…………………... $ 6.8 $ 10.8 $ (8.7) $ 3.4 Debt ……………....……………….. $ 0.0 $ 0.3 Cash……………………………...... $ 67.1 $ 26.5 Backlog……………………………. $ 690.0 $ 618.7


 


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Revenues (2002 – 2006) Revenues $500 $600 $700 $800 $900 $1,000 $1,100 2002 2003 2004 2005 Run Rate 2006


 


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Operating Margins (a) Annual Operating Margin (a) This table includes non-GAAP financial information as the information provided excludes goodwill impairment charges of $0.2 million, $2.7 million, $0.6 million and $33.9 million for 2002, 2003, 2004 and 2005, respectively. 0% 1% 2% 3% 4% 5% 6% 2002 2003 2004 2005 Q206 YTD


 


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Financial Strengths Market share up – revenue and profit performance better than industry Commitment to cost containment $67 million cash at 6/30/06; substantial credit capacity if needed Positive free cash flow for last seven calendar years


 


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Profile For Growth TIME EARNINGS Service ACQUISITIONS INCREMENTAL SERVICE GROWTH CURRENT OPERATIONS (CONSTRUCTION AND SERVICE) Commercial HVAC


 


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


 


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Job Loop Constant feedback Continuous improvement process Core HVAC – Job Loop Post Project Review Project Management Project Qualification Project Estimating Project Pricing


 


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


 


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Strategy Increase Service* Grow Maintenance Base Education Sales Sales Management Service Operations Target Retrofit Projects Energy Efficiency IAQ * Maintenance, service, repair, retrofit


 


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Higher margin opportunity Full maintenance contracts/life of installation Recurring revenue National accounts $2.50+ of repair and replacement for every $1.00 of maintenance Increase Service TIME EARNINGS Service ACQUISITIONS INCREMENTAL SERVICE GROWTH CURRENT OPERATIONS (CONSTRUCTION AND SERVICE) Commercial HVAC


 


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


 


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Strategy Grow Internal Growth More of what we do best Service Step Out Growth Start ups in new geographies New locations for existing companies Techs “on their own” Targeted acquisitions


 


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$20 million in revenue Full service mechanical 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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Boston, MA Providence, RI Norfolk, VA Richmond, VA Raleigh/Durham, NC Charleston, SC Columbia, SC Tampa, FL Spartanburg/Greenville, SC Pittsburgh, PA Atlanta, GA (Service) Cincinnati, OH Target Cities (Listed East to West) Nashville, TN Tulsa, OK Dallas/Fort Worth, TX San Antonio, TX El Paso, TX Albuquerque, NM Boise, ID Tucson, AZ Los Angeles, CA Seattle, WA Portland, OR


 


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Industry Activity 25 year CAGR – 5% (F.W. Dodge) Nonresidential new construction increasing (U.S. Census Bureau - Construction Put In Place) Deferred maintenance and replacement Dodge Forecast March 06 06 +9% 07 +7% 08 +2%


 


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


 


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CONTACT: Bill George Executive Vice President and CFO 1-800-723-8431 bgeorge@comfortsystemsusa.com www.comfortsystemsusa.com Quality People, Building Solutions.


 

Exhibit 99.3

 

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 2, 2006 – 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, 2006 to shareholders of record at the close of business on August 31, 2006.

 

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 57 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 or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with 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, 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, 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, 2005. 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.