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 |
|
(Commission |
|
(IRS Employer |
777 Post Oak Boulevard, Suite
500 |
|
77056 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants 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 Companys 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 Companys management uses these non-GAAP measures in its analysis of the Companys 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 Companys 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 Companys expectations and involve risks and uncertainties that could cause the Companys actual results to differ materially from those set forth in the statements. These risks are discussed in the Companys filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Companys 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 Companys declaration of a quarterly dividend on the Companys 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 p>
The following Exhibits are included herein:
Exhibit 99.1 Press release of the Company dated August 2, 2006 reporting the Companys 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 Companys declaration of a quarterly dividend on the Companys 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 |
|
Description |
|
|
|
99.1 |
|
Exhibit 99.1 Press release of the Company dated August 2, 2006 reporting the Companys 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 Companys declaration of a quarterly dividend on the Companys 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 |
|
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 USAs 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 Companys 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 Companys backlog failing to translate into actual revenue or profits, errors in the Companys percentage of completion method of accounting, the result of competition in the Companys 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 Companys 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 Companys 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.
(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 entitys 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 entitys 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.
(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 |
|
Six Months Ended |
|
||||||||
|
|
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 entitys 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
Quality People, Building Solutions. As of August 4, 2006 |
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 Companys expectations and involve risks and uncertainties that could cause the Companys 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 Companys backlog failing to translate into actual revenue or profits, errors in the Companys percentage of completion method of accounting, the result of competition in the Companys 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 Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2005. Safe Harbor Statement |
To be the nations premier HVAC and mechanical systems installation and services provider. Vision |
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. |
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 |
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 |
Comfort Today Over $20M $10M - $20M Under $10M Comfort Systems USA Multi-Family Comfort Systems USA National Accounts ANNUAL REVENUES |
What We Do Commercial HVAC Quality People. Building Solutions. Applied Systems Piping Service, Repair, Retrofit |
What We Do |
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 |
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 |
13% 26% 61% Revenues by Activity New Construction/ Installation Replacement Service and Maintenance YTD June 2006 |
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 |
Select General Contractors *Trademarks and logos are the property of their respective owners. |
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% |
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 |
Financial Overview |
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 |
$ 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 |
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 |
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 |
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 |
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 |
Revenues (2002 2006) Revenues $500 $600 $700 $800 $900 $1,000 $1,100 2002 2003 2004 2005 Run Rate 2006 |
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 |
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 |
Profile For Growth TIME EARNINGS Service ACQUISITIONS INCREMENTAL SERVICE GROWTH CURRENT OPERATIONS (CONSTRUCTION AND SERVICE) Commercial HVAC |
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 |
Job Loop Constant feedback Continuous improvement process Core HVAC Job Loop Post Project Review Project Management Project Qualification Project Estimating Project Pricing |
The only things that evolve by themselves in an organization are disorder, friction and malperformance. -Peter Drucker |
Strategy Increase Service* Grow Maintenance Base Education Sales Sales Management Service Operations Target Retrofit Projects Energy Efficiency IAQ * Maintenance, service, repair, retrofit |
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 |
Select Customers ®*Trademarks and logos are the property of their respective owners. |
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 |
$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 |
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 |
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% |
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 |
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 |
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 Companys 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 Companys backlog failing to translate into actual revenue or profits, errors in the Companys percentage of completion method of accounting, the result of competition in the Companys 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 Companys 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 Companys 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.