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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) January 2, 2024
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
7.01 Regulation FD Disclosure
Attached and incorporated herein by reference as
Exhibit 99.1 is a copy of a press release of the Company dated January 2, 2024 reporting the Company’s agreement to acquire
Summit Industrial Construction, LLC.
The information contained in this Item 7.01 of
this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
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 January 2, 2024 reporting the Company’s agreement to acquire Summit Industrial
Construction, LLC.
EXHIBIT INDEX
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, Senior Vice President and General Counsel |
Date: January 2, 2024
Exhibit 99.1
CONTACT: |
Julie Shaeff, Chief Accounting Officer |
675 Bering Drive, Suite 400 |
|
ir@comfortsystemsusa.com; 713-830-9687 |
Houston, Texas 77057 |
|
|
713-830-9600 |
FOR IMMEDIATE RELEASE
COMFORT SYSTEMS USA ANNOUNCES ACQUISITION
- Agrees to Acquire Summit Industrial in Houston, TX, and Expand Modular Offering -
Houston, TX — January
2, 2024 — Comfort Systems USA, Inc. (NYSE: FIX) (the “Company”) today announced that it has entered into a
definitive agreement to acquire Summit Industrial Construction, LLC (“Summit”) headquartered in Houston, Texas. The transaction
is currently expected to close in the first quarter of 2024.
Summit is a specialty industrial mechanical
contractor offering engineering, design-assist and turnkey, direct hire construction services of modular systems serving the advanced
technology, power, and industrial sectors. Summit’s capabilities encompass a wide range of modular and site-based construction, including
process piping, equipment setting, large pipe rack trestles, and related steel erection and specialty concrete work. Summit is a trusted
supplier to some of the world’s largest advanced technology, power and industrial companies and is currently deployed on several
major chip fabrication projects. Initially, Summit is expected to contribute annualized revenues of approximately $360 million to $400
million, and earnings before interest, taxes, depreciation, and amortization of $30 million to $45 million. In light of the amortization
expense, Summit is expected to make a neutral to slightly accretive contribution to earnings per share in 2024 and 2025.
Brian Lane, Comfort Systems USA’s
Chief Executive Officer, commented, “We are extremely happy to announce that Summit and its extraordinary team of professionals
have agreed to join Comfort Systems USA. Summit is a 100% industrial contractor with the capacity to execute large scale modular programs
for its customers, and we are optimistic that this investment will expand and diversify our modular construction offering, which is experiencing
significant demand and growth. We believe that Summit will be a key platform to further expand our off-site solutions, especially for
advanced technology and heavy industrial customers.”
Jeff Johnson, Chief Executive
Officer of Summit, commented, “We chose Comfort Systems USA based on our belief that we can leverage their complementary capabilities
and assets to better serve our customers. Summit and Comfort Systems USA have a strong cultural alignment and a shared commitment to team
members at all levels. Together we can continue our strategic focus and provide even more value to customers with additional capabilities
and resources. We believe that Summit and Comfort Systems USA have a bright future together.”
Brian Lane concluded,
“Summit brings extraordinary capabilities and a stellar reputation as a modular technology leader in growing end markets, with
multiple ongoing and large semiconductor projects. We are confident in the quality of Summit’s leadership team, and we believe
that Summit will continue to innovate and grow as a part of our network of world-class contracting companies. We are truly thrilled
that Summit has chosen to become an exciting new part of Comfort Systems USA.”
Comfort Systems USA® is a leading
provider of commercial, industrial, and institutional heating, ventilation, air conditioning and electrical contracting services, with
169 locations in 129 cities across the nation. For more information, visit the Company’s website at www.comfortsystemsusa.com.
This press release contains forward-looking statements noting future
business expectations relating to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a measure which
is not prepared in conformity with generally accepted accounting principles (“GAAP”). EBITDA is calculated in a manner generally
consistent with the historical presentation of adjusted EBITDA in the earnings releases of the Company, including the Company’s
most recent earnings release issued on October 26, 2023. Because of the forward-looking nature of this estimate, it is impractical to
present a quantitative reconciliation of such measure to a comparable GAAP measure, and accordingly no such reconciliation is being presented.
Certain
statements and information in this press release constitute forward-looking statements under the Private Securities Litigation
Reform Act of 1995 regarding our future business expectations, which are subject to applicable securities laws and regulations. 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, and the Company’s
actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates, may
differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even
if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent
with the forward-looking statements contained in this press release, those results or developments may not be indicative of our results
or developments in subsequent periods. 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 its acquisition of Summit 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; rising inflation
and fluctuations in interest rates; shortages of labor and specialty building materials or material increases to the cost thereof; the
Company’s business being negatively affected by health crises or outbreaks of disease, such as epidemics or pandemics (and related
impacts, such as supply chain disruptions); 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
cost-to-cost input 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; retention of key management; seasonal fluctuations in the demand for mechanical and electrical 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; a material information technology failure or a material cyber security
breach; risks associated with acquisitions, such as challenges to our ability to integrate those companies into our internal control environment;
our ability to manage growth and geographically-dispersed operations; our ability to obtain financing on acceptable terms; extreme weather
conditions (such as storms, droughts, extreme heat or cold, wildfires and floods), including as a result of climate change, and any resulting
regulations or restrictions related thereto; and other risks detailed in our reports filed with the Securities and Exchange Commission
(the “SEC”).
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 because of new information, future events, or otherwise.
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