- Agrees to Acquire Summit Industrial in
Houston, TX, and Expand Modular Offering -
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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version on businesswire.com: https://www.businesswire.com/news/home/20240102764218/en/
Julie Shaeff, Chief Accounting Officer ir@comfortsystemsusa.com;
713-830-9687
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