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 10, 2018
Comfort Systems USA, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-13011 |
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76-0526487 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
675 Bering Drive, Suite 400 |
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77057 |
(Address of principal executive offices) |
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(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))
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 o
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. o
Item 8.01 Other Events
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 August 10, 2018 announcing that the Companys Board of Directors has approved an amendment to the Companys stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 670,916 additional shares of its outstanding common stock. The Companys existing stock repurchase program had previously authorized the repurchase of up to 8,112,493 shares of the Companys outstanding common stock.
Through August 9, 2018, the Company repurchased 7,783,409 shares of the Companys common stock at an aggregate price of $112,102,830. This extension of the stock repurchase program will top off the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of August 9, 2018.
The share repurchases will be made from time to time at the Companys discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Companys Board of Directors may modify, suspend, extend or terminate the program at any time.
ITEM 9.01 Financial Statements and Exhibits
The following Exhibits are included herein:
Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated August 10, 2018 announcing that the Companys Board of Directors has approved an amended stock repurchase program.
EXHIBIT INDEX
Exhibit |
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Exhibit Title or Description |
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99.1 |
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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.
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COMFORT SYSTEMS USA, INC. | |
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By: |
/s/ Trent T. McKenna |
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Trent T. McKenna, Senior Vice President |
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and General Counsel |
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Date: August 10, 2018 |
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675 Bering Dr. Suite 400 |
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Houston, Texas 77057 |
CONTACT: |
William George |
713-830-9600 |
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Chief Financial Officer |
Fax 713-830-9696 |
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(713) 830-9600 |
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FOR IMMEDIATE RELEASE
COMFORT SYSTEMS USA INCREASES STOCK REPURCHASE PROGRAM
Houston, TX August 10, 2018 Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of mechanical services including heating, ventilation, air conditioning, plumbing, piping and controls, today announced that its board of directors has approved an amendment to the Companys stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 670,916 additional shares of its outstanding common stock. The Companys existing stock repurchase program had previously authorized the repurchase of up to 8,112,493 shares of the Companys outstanding common stock.
Through August 9, 2018, the Company repurchased 7,783,409 shares of the Companys common stock at an aggregate price of $112,102,830. This extension of the stock repurchase program will top off the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of August 9, 2018.
The share repurchases will be made from time to time at the Companys discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Companys board of directors may modify, suspend, extend, or terminate the program at any time.
Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 126 locations in 112 cities around the nation. For more information, visit the Companys 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 Companys 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 Companys expectations for future revenue and operating results are based on the Companys forecasts for its existing operations and do not include the potential
impact of any future acquisitions. The Companys forward-looking statements involve significant risks and uncertainties (some of which are beyond the Companys control) and assumptions that could cause actual future results to differ materially from the Companys 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 Companys 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 Companys 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 Companys percentage-of-completion method of accounting; the result of competition in the Companys markets; the Companys 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 Companys 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.