false0001035983COMFORT SYSTEMS USA INC00010359832019-07-252019-07-25

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) July 25, 2019

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.)

675 Bering Drive, Suite 400

    

Houston, Texas

77057

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FIX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

ITEM 2.02        Results of Operations and Financial Condition

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Comfort Systems USA, Inc. (the “Company”) dated July 25, 2019 reporting the Company’s financial results for the second quarter of 2019.

The above information and attached press release are being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. The information included herein and in the attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01           Other Events

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated July 25, 2019 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 12, 2019.

ITEM 9.01        Financial Statements and Exhibits

(d) The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated July 25, 2019 reporting the Company’s financial results for the second quarter of 2019.

Exhibit 99.2 Press Release of Comfort Systems USA, Inc. dated July 25, 2019 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 12, 2019.

2

EXHIBIT INDEX

Exhibit
Number

    

Exhibit Title or Description

99.1

Press Release of Comfort Systems USA, Inc. dated July 25, 2019 reporting the Company’s financial results for the second quarter of 2019.

99.2

Press Release of Comfort Systems USA, Inc. dated July 25, 2019 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 12, 2019.

3

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/ Laura F. Howell

Laura F. Howell, Vice President and General Counsel

Date:      July 25, 2019

4

fix_Ex99_1

Exhibit 99.1

 

Picture 1

 

CONTACT:

William George

675 Bering Drive, Suite 400

 

Chief Financial Officer

Houston, Texas 77057

 

713-830-9650

713-830-9600

 

FOR IMMEDIATE RELEASE

 

COMFORT SYSTEMS USA REPORTS SECOND QUARTER 2019 RESULTS

 

Houston, TX — July 25, 2019 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced net income of $24.2 million or $0.65 per diluted share, for the quarter ended June 30, 2019, as compared to $32.5 million or $0.87 per diluted share, for the quarter ended June 30, 2018.   The Company reported revenue of $650.3 million in the current quarter, as compared to $535.0 million in 2018.  The Company reported free cash flow of $19.0 million in the current quarter, as compared to $25.4 million in 2018.  Backlog as of June 30, 2019 was $1.50  billion as compared to $1.14  billion as of March 31, 2019 and $1.23 billion as of June 30, 2018. On a same-store basis, backlog increased from $1.14 billion as of March 31, 2019 to $1.28 billion as of June 30, 2019.

 

Brian Lane, Comfort Systems USA’s President and Chief Executive Officer, said, “We are pleased to report a good second quarter as our operations continue to post strong results. Although we did not earn as much during the second quarter of 2019 as we earned during our truly extraordinary second quarter in 2018, we remain very confident in our ongoing prospects. Our backlog strengthened both as compared to the prior quarter and as compared to the same period last year.”

 

The Company reported net income of $44.0 million, or $1.18 per diluted share, for the six months ended June 30, 2019, as compared to $49.2 million, or $1.31 per diluted share, in 2018.  Earnings in the first quarter of 2018 included a $0.07 per diluted share increase due to a discrete tax item. Earnings in the second quarter of 2018 included an $0.08 per diluted share benefit from a legal settlement. The Company also reported revenue of $1.19  billion for the six months ended June 30, 2019, as compared to $1.00  billion in 2018.  Free cash flow for the six months ended June 30, 2019 was $11.6 million, as compared to $24.1 million in 2018. 

 

Mr. Lane concluded, “We believe that 2019 will be another strong year for Comfort Systems USA, and early indications help us to be very optimistic about our prospects for 2020. We remain committed to invest in our business and especially in our fantastic workforce. Our markets are solid, our backlog is strong, and we look forward to continued growth and strong profitability.”

 

The Company will host a webcast and conference call to discuss its financial results and position on Friday,  July 26, 2019 at 10:00 a.m. Central Time.  The call-in number for this conference call is 1-888-713-4199, and enter 47149949 as the passcode.  The call and the slide presentation to accompany the remarks can be accessed on the Company’s website at www.comfortsystemsusa.com under the Investor tab.  A replay of the entire call will be available on the Company’s website on the next business day following the call.

 

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 135 locations in 115 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.

 

Certain statements and information in this press release may constitute forward-looking statements regarding our future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historic in nature. These forward-looking statements are based on the current expectations and beliefs of Comfort Systems USA, Inc. and its subsidiaries (collectively, the “Company”) concerning future developments and their effect on the Company. While the Company’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates. All comments concerning the Company’s expectations for future revenue and operating results are based on the Company’s forecasts for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future results to differ materially from the Company’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’s labor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regional weakness in construction activity and economic conditions; financial difficulties affecting projects, vendors, customers, or subcontractors; the Company’s backlog failing to translate into actual revenue or profits; failure of third party subcontractors and suppliers to complete work as anticipated;  difficulty in obtaining or increased costs associated with bonding and insurance; impairment to goodwill; errors in the Company’s percentage-of-completion method of accounting; the result of competition in the Company’s markets; the Company’s decentralized management structure; material failure to comply with varying state and local laws, regulations or requirements; debarment from bidding on or performing government contracts; shortages of labor and specialty building materials; retention of key management; seasonal fluctuations in the demand for mechanical 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; an increase in our effective tax rate; an information technology failure or cyber security breach; and other risks detailed in our reports filed with the Securities and Exchange Commission.

 

For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

 

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

 

— Financial tables follow —

 

Comfort Systems USA, Inc.

Consolidated Statements of Operations

(In Thousands, Except per Share Amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

    

2019

    

%  

        

 

2018

    

%  

 

    

2019

    

%  

        

 

2018

    

%  

 

Revenue

 

$

650,302

 

100.0

%

 

$

535,043

 

100.0

%

 

$

1,188,775

 

100.0

%

 

$

999,984

 

100.0

%

Cost of services

 

 

530,286

 

81.5

%

 

 

423,860

 

79.2

%

 

 

962,094

 

80.9

%

 

 

799,748

 

80.0

%

Gross profit

 

 

120,016

 

18.5

%

 

 

111,183

 

20.8

%

 

 

226,681

 

19.1

%

 

 

200,236

 

20.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A

 

 

84,506

 

13.0

%

 

 

71,208

 

13.3

%

 

 

163,411

 

13.7

%

 

 

141,231

 

14.1

%

Gain on sale of assets

 

 

(192)

 

 

 

 

(200)

 

 

 

 

(411)

 

 

 

 

(411)

 

 

Operating income

 

 

35,702

 

5.5

%

 

 

40,175

 

7.5

%

 

 

63,681

 

5.4

%

 

 

59,416

 

5.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(2,983)

 

(0.5)

%

 

 

(722)

 

(0.1)

%

 

 

(4,020)

 

(0.3)

%

 

 

(1,421)

 

(0.1)

%

Changes in the fair value of contingent earn-out obligations

 

 

(1,762)

 

(0.3)

%

 

 

(94)

 

 

 

 

(1,920)

 

(0.2)

%

 

 

59

 

 

Other income (expense)

 

 

149

 

 

 

 

3,985

 

0.7

%

 

 

164

 

 

 

 

4,023

 

0.4

%

Income before income taxes

 

 

31,106

 

4.7

%

 

 

43,344

 

8.1

%

 

 

57,905

 

4.9

%

 

 

62,077

 

6.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

6,933

 

 

 

 

 

10,797

 

 

 

 

 

13,866

 

 

 

 

 

12,871

 

 

 

Net income

 

$

24,173

 

3.7

%

 

$

32,547

 

6.1

%

 

$

44,039

 

3.7

%

 

$

49,206

 

4.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.65

 

 

 

 

$

0.87

 

 

 

 

$

1.19

 

 

 

 

$

1.32

 

 

 

Diluted

 

$

0.65

 

 

 

 

$

0.87

 

 

 

 

$

1.18

 

 

 

 

$

1.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

36,943

 

 

 

 

 

37,220

 

 

 

 

 

36,933

 

 

 

 

 

37,206

 

 

 

Diluted

 

 

37,223

 

 

 

 

 

37,605

 

 

 

 

 

37,228

 

 

 

 

 

37,617

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

    

2019

    

%  

    

2018

    

%  

 

    

2019

    

%  

    

2018

    

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

24,173

 

 

 

$

32,547

 

 

 

 

$

44,039

 

 

 

$

49,206

 

 

 

Provision for income taxes

 

 

6,933

 

 

 

 

10,797

 

 

 

 

 

13,866

 

 

 

 

12,871

 

 

 

Other expense (income), net

 

 

(149)

 

 

 

 

(3,985)

 

 

 

 

 

(164)

 

 

 

 

(4,023)

 

 

 

Changes in the fair value of contingent earn-out obligations

 

 

1,762

 

 

 

 

94

 

 

 

 

 

1,920

 

 

 

 

(59)

 

 

 

Interest expense, net

 

 

2,983

 

 

 

 

722

 

 

 

 

 

4,020

 

 

 

 

1,421

 

 

 

Gain on sale of assets

 

 

(192)

 

 

 

 

(200)

 

 

 

 

 

(411)

 

 

 

 

(411)

 

 

 

Depreciation and amortization

 

 

14,295

 

 

 

 

10,482

 

 

 

 

 

25,019

 

 

 

 

19,722

 

 

 

Adjusted EBITDA

 

$

49,805

 

7.7

%  

$

50,457

 

9.4

%

 

$

88,289

 

7.4

%  

$

78,727

 

7.9

%

 

Note:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as net income,  provision for income taxes, other expense (income), net, changes in the fair value of contingent earn-out obligations, interest expense, net, gain on sale of assets, goodwill impairment 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,

 

 

 

2019

 

2018

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

36,787

 

$

45,620

 

Billed accounts receivable, net

 

 

587,082

 

 

481,366

 

Unbilled accounts receivable

 

 

49,195

 

 

37,180

 

Costs and estimated earnings in excess of billings

 

 

8,221

 

 

10,213

 

Other current assets

 

 

45,297

 

 

35,321

 

Total current assets

 

 

726,582

 

 

609,700

 

Property and equipment, net

 

 

108,343

 

 

99,618

 

Goodwill

 

 

332,562

 

 

235,182

 

Identifiable intangible assets, net

 

 

173,996

 

 

95,275

 

Other noncurrent assets

 

 

103,113

 

 

22,789

 

Total assets

 

$

1,444,596

 

$

1,062,564

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

10,380

 

$

3,279

 

Accounts payable

 

 

165,119

 

 

176,167

 

Billings in excess of costs and estimated earnings

 

 

165,289

 

 

130,986

 

Other current liabilities

 

 

186,262

 

 

156,626

 

Total current liabilities

 

 

527,050

 

 

467,058

 

Long-term debt

 

 

284,667

 

 

73,639

 

Other long-term liabilities

 

 

100,791

 

 

23,820

 

Total liabilities

 

 

912,508

 

 

564,517

 

Total stockholders’ equity

 

 

532,088

 

 

498,047

 

Total liabilities and stockholders’ equity

 

$

1,444,596

 

$

1,062,564

 

 

Selected Cash Flow Data (Unaudited) (In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

    

2019

    

2018

    

2019

    

2018

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

25,609

 

$

33,667

 

$

26,600

 

$

37,518

 

Investing activities

 

$

(201,546)

 

$

(15,189)

 

$

(211,346)

 

$

(27,130)

 

Financing activities

 

$

183,594

 

$

(15,696)

 

$

175,913

 

$

(18,929)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free cash flow:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash from operating activities

 

$

25,609

 

$

33,667

 

$

26,600

 

$

37,518

 

Purchases of property and equipment

 

 

(6,836)

 

 

(8,535)

 

 

(15,680)

 

 

(14,123)

 

Proceeds from sales of property and equipment

 

 

275

 

 

295

 

 

632

 

 

661

 

Free cash flow

 

$

19,048

 

$

25,427

 

$

11,552

 

$

24,056

 

 

Note:  Free cash flow is defined as cash flow from operating activities 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.

fix_Ex99_2

Exhibit 99.2

 

Picture 1

 

CONTACT:

William George

675 Bering Drive, Suite 400

 

Chief Financial Officer

Houston, Texas 77057

 

713-830-9650

713-830-9600

 

FOR IMMEDIATE RELEASE

 

COMFORT SYSTEMS USA DECLARES QUARTERLY DIVIDEND

 

Houston, TX — July 25, 2019 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced that its board of directors declared a quarterly dividend of $0.10 per share on Comfort Systems USA, Inc. common stock.  The dividend is payable on August 23, 2019 to stockholders of record at the close of business on August 12, 2019.

 

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 135 locations in 115 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.