================================================================================ 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): MAY 5, 2003 COMMISSION FILE NUMBER: 1-13011 COMFORT SYSTEMS USA, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0526487 (State or other jurisdiction (I.R.S. Employer of incorporation) 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 ================================================================================
ITEM 7(c) EXHIBITS The following Exhibits are included herein: Exhibit 99 Press Release of Comfort Systems USA, Inc. dated May 5, 2003, reporting Comfort's financial results for the first quarter of 2003. ITEM 12. MATERIAL INFORMATION DISCLOSURE Attached and incorporated herein by reference as Exhibit 99 is a copy of a press release of Comfort System USA, Inc. dated May 5, 2003, reporting Comfort's financial results for the first quarter of 2003. 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/ William George ------------------------------- William George Senior Vice President and General Counsel Date: May 5, 2003 -2-
EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99 Press Release of Comfort System USA, Inc. dated May 5, 2003, reporting Comfort's financial results for the first quarter of 2003. -3-
Exhibit 99 [COMFORT SYSTEMS USA LOGO] 777 Post Oak Blvd, Suite 500 Houston, Texas 77056 713-830-9600 Fax 713-830-9696 - -------------------------------------------------------------------------------- CONTACT: Gordon Beittenmiller Chief Financial Officer (713) 830-9600 FOR IMMEDIATE RELEASE --------------------- COMFORT SYSTEMS USA REPORTS FIRST QUARTER RESULTS -- INCREASED BACKLOG -- -- IMPROVED OUTLOOK FOR THE REST OF 2003 -- HOUSTON, TX - MAY 5, 2003 - COMFORT SYSTEMS USA, INC. (NYSE: FIX), a leading provider of commercial/industrial heating, ventilation and air conditioning ("HVAC") services, today announced a net loss of $4,816,000 or $0.13 per diluted share, for the quarter ended March 31, 2003, as compared to a net loss of $217,254,000 or $5.79 per diluted share, in the first quarter of 2002. These amounts include results of discontinued operations. The 2002 results include two significant charges for unusual items - one relating to the adoption of a new accounting standard for reporting of goodwill and other intangible assets, and another relating to the Company's sale of certain operations, principally 19 units sold to Emcor Group, Inc. in March 2002. Excluding these items, net loss from continuing operations for the quarter was $4,003,000 or $0.11 per diluted share in the first quarter of 2003 as compared to a loss of $4,001,000 or $0.11 per diluted share in the first quarter of 2002. The Company reported revenues from continuing operations of $182,414,000 in the current quarter as compared to $189,626,000 in 2002. Bill Murdy, Comfort Systems USA's Chairman and CEO, said, "As we've previously noted, our industry experienced further slowdown through the first quarter amid renewed uncertainty over the economy and international events. We also had cost overruns on certain projects in two of our operations. With these developments occurring in what is already our traditionally slowest seasonal quarter during the year, we reported a net loss from continuing operations in the first quarter." Murdy continued, "While our first quarter results were disappointing, we are already seeing indications that activity levels in our industry will improve over the course of this year. Our backlog at the end of the first quarter was up 6% compared to both the beginning of the quarter as well as the comparable period in the prior year. In addition, we have launched significant new cost reduction efforts. Based on these developments along with continued strong emphasis on operational execution, we expect to be profitable in the second quarter, to produce positive free cash flow for the year as a whole, and to post improved -4-
operating results for 2003 as compared to 2002. With a strong balance sheet and a proven ability to generate profits and positive cash flow in very challenging industry conditions, we believe we are well positioned to produce increased net income, especially as economic conditions improve." The Company will host a conference call to discuss its financial results and position in more depth on Tuesday, May 6, 2003 at 9:00 a.m. Central Time. The call-in number for this conference call is 1-773-756-4705. A replay of the entire call will be available until 9:00 a.m. Central Time, Tuesday, May 13, 2003 by calling 1-402-220-4182. Comfort Systems USA is a premier provider of business solutions addressing workplace comfort, with 84 locations in 57 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, the lack of a combined operating history and the difficulty of integrating formerly separate businesses, retention of key management, national and regional declines in non-residential construction activity, difficulty in obtaining or increased costs associated with debt financing or 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 and other risks detailed in the Company's reports filed with the Securities and Exchange Commission. - Financial table follows - -5-
COMFORT SYSTEMS USA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2003 and 2002 (in thousands, except per share amounts) (Unaudited)
Note 1: The diluted earnings per share data presented above reflects the dilutive effect, if any, of stock options, convertible notes, warrants and contingently issuable restricted stock which were outstanding during the periods presented. Note 2: Loss from operations excluding restructuring charges is presented because it reflects operating results excluding items the Company believes to be unusual. However, loss from operations excluding restructuring charges is not considered as a primary measure of an entity's financial results, and accordingly, this amount should not be considered an alternative to operating income as determined under generally accepted accounting principles as reported by the Company. Note 3: EBITDA is defined as income (loss) from operations, excluding depreciation and restructuring charges. EBITDA may be defined differently by other companies. EBITDA is presented because it is a financial measure that is frequently requested by capital market participants in evaluating the Company. However, EBITDA is not considered under generally accepted accounting principles as a primary measure of an entity's financial results, and accordingly, 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. Note 4: The bottom two calculations in the above table show loss from continuing operations (after tax) and related earnings per share information excluding restructuring charges. The tax rate on these items was computed using the pro forma effective tax rate of the Company exclusive of these charges. -7-
COMFORT SYSTEMS USA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)