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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER 1-13011
A. Full title of the Plan and address of the Plan, if different from that of the
issuer named below:
COMFORT SYSTEMS USA, INC. 401(k) PLAN
777 POST OAK BLVD., SUITE 500
HOUSTON, TX 77056
B. Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
COMFORT SYSTEMS USA, INC.
777 POST OAK BLVD., SUITE 500
HOUSTON, TX 77056
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COMFORT SYSTEMS USA, INC. 401(k) PLAN
INDEX
Page
----
Report of Independent Public Accountants.............................................................................3
Statements of Net Assets Available for Plan Benefits as of
December 31, 2001 and 2000........................................................................................4
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 2001......................................................................................5
Notes to Financial Statements as of December 31, 2001 and 2000.......................................................6
Schedule I--Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2001..................11
Schedule II--Schedule G, Part III - Schedule of Nonexempt Transactions
for the Year Ended December 31, 2001.............................................................................12
-2-
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Comfort Systems USA, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Comfort Systems USA, Inc. 401(k) Plan (the Plan) as of December
31, 2001 and 2000, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2001. These financial
statements and supplemental schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2001 and 2000, and the changes in net assets available for plan
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
schedule of assets (held at end of year) as of December 31, 2001, and
supplemental Schedule G, Part III - schedule of nonexempt transactions for the
year ended December 31, 2001, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
May 16, 2002
-3-
COMFORT SYSTEMS USA, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
-------------- ------------
ASSETS:
Investments, at fair value $ 74,277,870 $ 66,809,230
Employer contributions receivable 1,277,115 1,236,644
Employee contributions receivable 684,583 867,428
Cash (noninterest-bearing) - 38,591
-------------- --------------
76,239,568 68,951,893
LIABILITIES:
Corrective distributions 285,156 -
-------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 75,954,412 $ 68,951,893
============= =============
The accompanying notes are an integral part of these financial statements.
-4-
COMFORT SYSTEMS USA, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
CONTRIBUTIONS:
Employer $ 4,117,563
Employee 10,172,933
Rollover 540,060
INVESTMENT INCOME (LOSS):
Interest 1,192,938
Net investment loss from pooled separate accounts (8,816,320)
Net appreciation in fair value of common stock 554,343
TRANSFER IN OF ASSETS DUE TO MERGERS (Note 4) 6,693,537
--------------
Total receipts 14,455,054
--------------
BENEFIT PAYMENTS 6,949,124
CORRECTIVE DISTRIBUTIONS 409,259
ADMINISTRATIVE EXPENSES 94,152
--------------
Total disbursements 7,452,535
--------------
NET INCREASE 7,002,519
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 68,951,893
--------------
End of year $ 75,954,412
=============
The accompanying notes are an integral part of this financial statement.
-5-
COMFORT SYSTEMS USA, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
1. GENERAL AND SUMMARY OF PLAN:
General
The Comfort Systems USA, Inc. 401(k) Plan (the Plan) is a defined contribution
plan and is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA), and is qualified under the provisions of the
Internal Revenue Code of 1986, as amended (the IRC). The Plan was adopted
October 1, 1998, for the exclusive benefit of eligible employees of Comfort
Systems USA, Inc., and adopting subsidiaries (collectively, the Company).
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan.
Eligibility and Contributions
Employees are eligible to participate in the Plan on the first day of each
Plan-year quarter coinciding with or next following their hire date.
Participants are eligible to share in the adopting subsidiary's matching and/or
discretionary contributions after completing one year of service. Certain
adopting subsidiaries are granted prior service for employment prior to the
adopting subsidiaries' acquisitions.
Participants may contribute on a pretax basis up to 15 percent of their
compensation, as defined, per Plan year, up to the maximum deferrable amount
allowed under the IRC of $10,500 for 2001. In addition, participants may
contribute amounts representing rollovers from other qualified plans.
Each adopting subsidiary may make a matching contribution to the Plan in an
amount equal to the percentage, determined by the adopting subsidiary, in its
discretion. In addition, each adopting subsidiary may make discretionary
contributions to the Plan. Certain participants whose services are covered by
the federal, state or municipal prevailing wage law or the Davis Bacon Act, as
amended, receive Company prevailing wage law profit-sharing contributions.
Each participant's account is credited with the participant's contribution, the
adopting subsidiary matching and discretionary contributions, if any, the
prevailing wage law profit-sharing contribution, if eligible, and the
participant's share of the earnings, losses and any appreciation (depreciation)
of the funds invested.
-6-
Vested Retirement Benefits
A participant's vested interest in his/her contributions shall be at all times
100 percent. The prevailing wage law profit-sharing contributions made on behalf
of eligible participants are at all times 100 percent vested. A participant's
vested interest in the Company's matching and discretionary contributions
allocated to his/her account shall be determined in accordance with the
following schedule:
Years of Vesting Service Vested Interest
------------------------ ---------------
Less than 1 year 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
The Plan provides for a participant to be fully vested upon the earliest of (a)
death, (b) permanent physical or mental disability such that he/she can no
longer continue in the service of his/her employer as determined by the Plan
administrator on the basis of a written certificate of a physician acceptable to
the Plan administrator or (c) his/her normal retirement date (age 59-1/2).
Forfeitures
Forfeitures of any Company contributions are to be used either to reduce the
Company's contributions to the Plan or to pay the expenses of the Plan.
Plan Administration and Trustee
The Company is the Plan's administrator. CIGNA Bank & Trust Company, FSB
(formerly CG Trust Company), is the trustee of the Plan. Effective July 25,
2001, in conjunction with a conversion from an Illinois-chartered trust company
to a federally chartered full-service thrift, CG Trust Company changed its name
to CIGNA Bank & Trust Company, FSB. The trustee is responsible for receiving
contributions, managing the Plan's assets and making payments to members as
instructed.
Investments
Each participant in the Plan determines the allocation of his/her account
balance among 14 pooled separate accounts, a declared rate fund and Company
common stock. Participants may transfer all or a portion of their account
balance among any of the options on a daily basis. Assets not yet allocated to
participant accounts at year-end are held in a separate guaranteed short-term
securities fund until the allocation is determined. In February 2002, the
Company elected to add five new pooled separate accounts to the Plan.
Loans
A participant may borrow from the Plan an amount not to exceed the lesser of (a)
$50,000 or (b) 50 percent of the value of the participant's vested interest in
his/her accounts.
The loans are secured by the participant's vested account balance. The loans
bear interest at a reasonable rate commensurate with current interest rates. All
loans will be considered an investment of the participant's account; therefore,
any interest income will be credited directly to the participant's account. The
repayment period shall not exceed five years, except loans for the purpose of
acquiring a principal residence, which shall not exceed 10 years.
-7-
Benefits
After becoming eligible to receive a distribution, the participant may elect to
receive the vested value of his/her account, net of any outstanding loans,
either in a lump-sum payment or in the form of an annuity contract payable for
his/her life or the joint lives of the participant and his/her spouse.
A participant who is entitled to receive a distribution must expressly consent
to receive a distribution of his/her account if the account balance is greater
than $5,000.
Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
Expenses
Expenses related to the administration of the Plan shall be paid from the Plan
through forfeitures unless paid by the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting. Benefits to participants are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to use estimates and
assumptions that affect the reported amounts of assets and liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Investment Valuation and Investment Income (Loss)
Investments are reported at fair market value. The Company's common stock is
valued based upon the quoted market price. The pooled separate accounts are
stated at fair value, as determined by the asset's trustee, by reference to
published market data, if available, of the underlying assets. The CIGNA Charter
Guaranteed Income Fund, which invests primarily in fixed income instruments, is
not fully benefit-responsive and is recorded at fair value. Interest rates are
declared in advance and are guaranteed for six-month periods (January 1 through
June 30 and July 1 through December 31). The guaranteed rates for June 30, 2001,
and December 31, 2001, were 5.2 percent and 5 percent, respectively. Realized
gains (losses) on the sale of pooled separate accounts, unrealized appreciation,
(depreciation) in fair value of pooled separate accounts, and interest and
dividends are shown as net investment loss from pooled separate accounts in the
statement of changes in net assets available for plan benefits. Realized gains
(losses) on the sale of investments and unrealized appreciation (depreciation)
in fair value of common stock are shown as net appreciation in fair value of
common stock in the statement of changes in net assets available for plan
benefits.
-8-
3. INVESTMENTS:
The following presents investments as of December 31, 2001 and 2000, that
represent 5 percent or more of the Plan's net assets:
2001-
CIGNA Charter Balanced Fund $ 5,724,548
CIGNA Charter Growth & Income Fund 4,030,613
CIGNA Charter Guaranteed Income Fund 20,064,362
CIGNA Charter Large Company Stock - Growth Fund 8,022,294
CIGNA Charter Large Company Stock Index Fund 4,026,526
CIGNA Charter Large Company Stock Value I Fund 4,391,739
CIGNA Charter Small Company Stock - Growth Fund 5,641,339
CIGNA Fidelity Advisor Equity Growth Fund 4,398,023
CIGNA INVESCO Dynamics Fund 4,699,452
CIGNA Janus Worldwide Fund 5,787,118
2000-
CIGNA Charter Balanced Fund 5,321,220
CIGNA Charter Growth & Income Fund 4,634,309
CIGNA Charter Guaranteed Income Fund 15,038,749
CIGNA Charter Large Company Stock - Growth Fund 8,672,440
CIGNA Charter Large Company Stock Index Fund 3,922,241
CIGNA Charter Small Company Stock - Growth Fund 5,567,917
CIGNA Fidelity Advisor Equity Growth Fund 3,647,929
CIGNA INVESCO Dynamics Fund 6,207,017
CIGNA Janus Worldwide Fund 5,606,116
4. TRANSFER OF ASSETS DUE TO MERGERS:
The Company entered into a number of business combination transactions prior to
2001. During 2001, the following plans of the acquired companies, and their
respective asset values, merged into the Plan:
ABJ Fire Protection Co., Inc. Employees' Retirement Plan $ 1,188,671
Contract Services Inc. 401(k) Profit Sharing Plan 1,215,086
Harvey Robbins Company Money Purchase Plan 350,908
Lower Bucks Cooling & Heating Corp. 401(k) Plan 163,989
Mandell Mechanical Corp. 401(k) Profit Sharing Plan 893,873
Weather Engineering, Inc. Profit Sharing Plan 817,291
R. L. Woodcock & Associates, Inc. Employees' Retirement Plan 2,063,719
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$ 6,693,537
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5. FEDERAL INCOME TAX STATUS:
The Plan has not requested a determination from the Internal Revenue Service
stating that the Plan is designed in accordance with the applicable sections of
the IRC. The Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRC and
that the Plan was qualified and the related trust was tax-exempt as of December
31, 2001 and 2000.
6. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in Company common stock, pooled
separate accounts and declared rate funds. Investment securities, in general,
are exposed to various risks, such as interest rate, credit and overall market
volatility risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term.
-9-
7. PARTY-IN-INTEREST TRANSACTIONS:
Certain Plan investments are units of pooled separate accounts and declared rate
funds managed by Connecticut General Life Insurance Company (CIGNA) and shares
of the Company's common stock. CIGNA is an affiliate of the trustee, and Comfort
Systems USA, Inc., is the Plan sponsor. Therefore, these transactions qualify as
party-in-interest transactions.
8. NONEXEMPT TRANSACTIONS:
As reported on Schedule II, certain Plan contributions were not remitted to the
trust within the time frame specified by the Department of Labor Regulation 29
CFR 2510.3-102, thus constituting a nonexempt transaction between the Plan and
the Company.
9. SUBSEQUENT EVENT:
On February 11, 2002, the Company entered into an agreement with EMCOR Group,
Inc. (EMCOR), to sell 19 operations. This transaction closed on March 1, 2002.
Of the 19 operating units sold, 16 units were participating in the Plan. The
affected participants' participation in the Plan ceased on March 1, 2002.
Participants were eligible to participate in EMCOR's plan immediately. Upon
termination, the affected participants had the option to either (a) roll their
account balances into IRAs, (b) elect a lump-sum cash distribution, (c) leave
their account balances in the Plan if the amount was greater than $5,000 or (d)
roll their account balances into EMCOR's plan. Participants with outstanding
loan balances could elect to make a plan-to-plan transfer of their entire
account balances, including the loan balances, from the Plan to EMCOR's plan.
The Plan was amended effective January 1, 2002, to reflect the statutory
provisions of the Economic Growth and Tax Relief Recovery Act of 2001.
-10-
SCHEDULE I
COMFORT SYSTEMS USA, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2001
Identity of Issue Description Cost Current Value
- ------------------------------ --------------------------------------------------------- ---- -------------
Connecticut General Life Insurance Company-
Connecticut General Life
Insurance Company* Charter Balanced Fund (a) $ 5,724,548
Connecticut General Life
Insurance Company* Charter Growth & Income Fund (a) 4,030,613
Connecticut General Life
Insurance Company* Charter Guaranteed Income Fund (a) 20,064,362
Connecticut General Life
Insurance Company* Charter Guaranteed Short Term Securities Fund (a) 42,060
Connecticut General Life Charter Large Company Stock -
Insurance Company* Growth Fund (a) 8,022,294
Connecticut General Life
Insurance Company* Charter Large Company Stock Index Fund (a) 4,026,526
Connecticut General Life
Insurance Company* Charter Large Company Stock Value I Fund (a) 4,391,739
Connecticut General Life Charter Small Company Stock -
Insurance Company* Growth Fund (a) 5,641,339
Connecticut General Life
Insurance Company* Fidelity Advisor Equity Growth Fund (a) 4,398,023
Connecticut General Life
Insurance Company* INVESCO Dynamics Fund (a) 4,699,452
Connecticut General Life
Insurance Company* Janus Worldwide Fund (a) 5,787,118
Connecticut General Life
Insurance Company* Lifetime 20 Fund (a) 653,483
Connecticut General Life
Insurance Company* Lifetime 30 Fund (a) 915,591
Connecticut General Life
Insurance Company* Lifetime 40 Fund (a) 744,055
Connecticut General Life
Insurance Company* Lifetime 50 Fund (a) 742,397
Connecticut General Life
Insurance Company* Lifetime 60 Fund (a) 165,864
Comfort Systems USA, Inc.* Comfort Systems USA, Inc., common stock (a) 1,977,722
Participant loans* Interest rates ranging from 6.0% to 13.0% (a) 2,250,684
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Total $ 74,277,870
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* Identified party-in-interest.
(a) Cost omitted for participant-directed investments.
-11-
SCHEDULE II
COMFORT SYSTEMS USA, INC. 401(k) PLAN
SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
Relationship to
Plan, Employer Interest
Identity of or Other Description of Transactions, Including Amount Incurred
Party Involved Party in Interest Maturity Date, Rate of Interest and Maturity Loaned on Loan
- ------------------- ----------------- --------------------------------------------------- ----------- ----------
Lending of monies from the Plan to the employer
Comfort Systems USA, (contributions not timely remitted to the Plan)
Inc. Employer as follows-
Deemed loan dated August 21, 2000, maturity
of June 8, 2001, with interest of 2.67% for
the period outstanding $ 526 $ 14
Deemed loan dated September 22, 2000,
maturity of June 8, 2001, with interest of
3.8% for the period outstanding 438 17
Deemed loan dated September 22, 2000,
maturity of June 12, 2001, with interest of
3.21% for the period outstanding 269 9
Deemed loan dated October 23, 2000, maturity
of June 8, 2001, with interest of 36.51%
for the period outstanding 431 157
Deemed loan dated October 23, 2000, maturity
of June 12, 2001, with interest of 34.47%
for the period outstanding 357 123
Deemed loan dated November 22, 2000, maturity
of January 23, 2001, with interest of 6.34%
for the period outstanding 6,307 400
Deemed loan dated November 22, 2000, maturity
of March 30, 2001, with interest of 1.84%
for the period outstanding 9,146 116(a)
Deemed loan dated November 22, 2000, maturity
of April 20, 2001, with interest of 1.27%
for the period outstanding 671 9
Deemed loan dated November 22, 2000, maturity
of June 8, 2001, with interest of 23.38%
for the period outstanding 24 6
Deemed loan dated December 21, 2000, maturity
of January 10, 2001, with interest of
5.73% for the period outstanding 6,098 157(a)
-12-
SCHEDULE II
Continued
Relationship to
Plan, Employer Interest
Identity of or Other Description of Transactions, Including Amount Incurred
Party Involved Party in Interest Maturity Date, Rate of Interest and Maturity Loaned on Loan
- ------------------- ----------------- --------------------------------------------------- ----------- ----------
Deemed loan dated December 21, 2000, maturity
of January 23, 2001, with interest of
12.43% for the period outstanding $ 15,781 $ 1,288(a)
Deemed loan dated December 21, 2000, maturity
of February 1, 2001, with interest of
12.43% for the period outstanding 5,113 475(a)
Deemed loan dated December 21, 2000, maturity
of March 30, 2001, with interest of 11.54%
for the period outstanding 3,327 324(a)
Deemed loan dated January 23, 2001, maturity
of February 1, 2001, with interest of
12.00% for the period outstanding 21,506 2,581
Deemed loan dated January 23, 2001, maturity
of March 30, 2001, with interest of 11.54%
for the period outstanding 27,691 3,195
Deemed loan dated January 23, 2001, maturity
of June 12, 2001, with interest of 70.81%
for the period outstanding 45 32
Deemed loan dated February 22, 2001, maturity
of March 8, 2001, with interest of .82% for
the period outstanding 8,890 73
Deemed loan dated February 22, 2001, maturity
of December 28, 2001, with interest of
48.56% for the period outstanding 3,190 1,549
Deemed loan dated February 22, 2001, maturity
of February 20, 2002, with interest of
58.54% for the period outstanding 304 178(b)
Deemed loan dated March 21, 2001, maturity of
July 19, 2001, with interest of 40.96% for
the period outstanding 1,779 729
Deemed loan dated March 21, 2001, maturity of
December 28, 2001, with interest of 46.75%
for the period outstanding 6,987 3,266
Deemed loan dated April 20, 2001, maturity of
June 20, 2001, with interest of 1.36% for
the period outstanding 1,442 20
Deemed loan dated April 20, 2001, maturity of
July 19, 2001, with interest of 68.75% for
the period outstanding 1,808 1,243
Deemed loan dated April 20, 2001, maturity of
December 28, 2001, with interest of 78.71%
for the period outstanding 6,160 4,849
-13-
SCHEDULE II
Continued
Relationship to
Plan, Employer Interest
Identity of or Other Description of Transactions, Including Amount Incurred
Party Involved Party in Interest Maturity Date, Rate of Interest and Maturity Loaned on Loan
- ------------------- ----------------- --------------------------------------------------- ----------- ----------
Deemed loan dated May 21, 2001, maturity of
April 2, 2002, with interest of 26.67% for
the period outstanding $ 9,454 $ 2,522(b)
Deemed loan dated May 21, 2001, maturity of
May 24, 2001, with interest of 5.17% for
the period outstanding 39,576 2,046
Deemed loan dated May 21, 2001, maturity of
June 8, 2001, with interest of 21.88% for
the period outstanding 497 109
Deemed loan dated May 21, 2001, maturity of
June 12, 2001, with interest of 17.91% for
the period outstanding 7,003 1,254
Deemed loan dated May 21, 2001, maturity of
June 20, 2001, with interest of 5.97% for
the period outstanding 1,154 69
Deemed loan dated May 21, 2001, maturity of
July 19, 2001, with interest of 6.69% for
the period outstanding 1,760 118
Deemed loan dated June 21, 2001, maturity of
July 17, 2001, with interest of 0.85% for
the period outstanding 22,176 190
Deemed loan dated June 21, 2001, maturity of
July 19, 2001, with interest of 0.90% for
the period outstanding 20,464 184
Deemed loan dated June 21, 2001, maturity of
August 1, 2001, with interest of 1.10% for
the period outstanding 225 2
Deemed loan dated July 23, 2001, maturity of
August 20, 2001, with interest of 0.46% for
the period outstanding 1,574 7
Deemed loan dated July 23, 2001, maturity of
December 28, 2001, with interest of 9.39% for
the period outstanding 551 52
Deemed loan dated July 23, 2001, maturity of
March 8, 2002, with interest of 5.82% for
the period outstanding 67 3(b)
Deemed loan dated August 21, 2001, maturity of
March 8, 2002, with interest of 9.89%
for the period outstanding 247 16(b)
Deemed loan dated September 24, 2001,
maturity of March 8, 2002, with interest of
25.79% for the period outstanding 219 33(b)
Deemed loan dated October 22, 2001, maturity
of March 8, 2002, with interest of 60%
for the period outstanding 200 61(b)
Deemed loan dated November 23, 2001, maturity
of December 11, 2001, with interest of
19.25% for the period outstanding 159 31
-14-
SCHEDULE II
Continued
Relationship to
Plan, Employer Interest
Identity of or Other Description of Transactions, Including Amount Incurred
Party Involved Party in Interest Maturity Date, Rate of Interest and Maturity Loaned on Loan
- ------------------- ----------------- --------------------------------------------------- ----------- ---------
Deemed loan dated November 23,
2001, maturity of February
20, 2002, with interest of
31.31% for the period outstanding $ 1,309 $ 175(b)
Deemed loan dated November 23,
2001, maturity of March 8,
2002, with interest of
33.33% for the period outstanding 198 24(b)
Deemed loan dated December 21,
2001, maturity of January
24, 2002, with interest of
17.82% for the period outstanding 71 2(b)
Deemed loan dated December 21,
2001, maturity of March 8,
2002, with interest of
20.85% for the period outstanding 232 6(b)
---------- ---------
$ 235,426 $ 27,714(c)
========== =========
(a) Represents calculated interest from January 1, 2001, through the date of
maturity.
(b) Represents calculated interest from the date of the loan through
December 31, 2001.
(c) The employer remitted interest to the Plan throughout 2001 and subsequent
to Plan year-end.
-15-
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the 401(k) Investment Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunder duly authorized.
COMFORT SYSTEMS USA, INC. 401(k) PLAN
Date: May 16, 2002 By: /s/ J. GORDON BEITTENMILLER
-------------------------------------
J. Gordon Beittenmiller
Executive Vice President and
Chief Financial Officer of
Comfort Systems USA, Inc.
401(k) Investment Committee Member
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Independent Public Accountants
99.1 Temporary Note 3T to Article 3 of Regulation S-X
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 16, 2002, included in this Comfort Systems
USA, Inc. 401(k) Plan Annual Report on Form 11-K for the year ended December 31,
2001, into Comfort Systems USA, Inc.'s previously filed Form S-8 Registration
Statement File No. 333-44356.
ARTHUR ANDERSEN LLP
Houston, Texas
May 16, 2002
EXHIBIT 99.1
May 16, 2002
United States Securities and Exchange Commission
Washington, DC 20549
Re: Temporary Note 3T to Article 3 of Regulation S-X
Ladies and Gentlemen:
The Plan Administrator has obtained representation from Arthur Andersen LLP,
dated as of May 16, 2002, that states:
"We have audited the statement of net assets available for plan benefits of the
Comfort Systems USA, Inc. 401(k) Plan as of December 31, 2001, and the related
statement of changes in net assets available for plan benefits for the year then
ended and have issued our report thereon dated May 16, 2002. We represent that
this audit was subject to our quality control system for the U.S. accounting and
auditing practice to provide reasonable assurance that the engagement was
conducted in compliance with professional standards and that there was
appropriate continuity of Arthur Andersen LLP personnel working on the audit and
availability of national office consultation. Availability of personnel at
foreign affiliates of Arthur Andersen LLP is not relevant to this audit."
COMFORT SYSTEMS USA, INC. 401(k) PLAN
By: /s/ J. GORDON BEITTENMILLER
-------------------------------------
J. Gordon Beittenmiller
Executive Vice President and
Chief Financial Officer of
Comfort Systems USA, Inc.
401(k) Investment Committee Member
