8-K

UNITED STATESSECURITIES 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 26, 2020

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

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:

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

                                                                                       8.01            Other Events

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company dated May 26, 2020 reporting the Company’s intention to resume share repurchases and the Company’s comments on its April results.

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 May 26, 2020 reporting the Company’s intention to resume share repurchases and the Company’s comments on its April results.

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EXHIBIT INDEX

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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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Exhibit 99.1

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA RESUMES STOCK PURCHASES;

COMMENTS ON APRIL RESULTS

Houston, TX — May 26, 2020 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced that it is resuming share repurchases and commented on its April results and full year prospects.

In its most recent Quarterly Report on Form 10-Q the Company announced that it suspended share repurchases under its ongoing share repurchase plan. Today the Company announced that it is resuming measured repurchases consistent with the capital allocation strategy under which since 2007 the Company has dedicated a minority portion of net cash flow to gradually repurchase Company shares in order to offset dilution and return capital to shareholders.

The Company also announced that in light of its April results, which were better than expected, it is withdrawing its directional guidance that it expects earnings per share during the second quarter of 2020 to be considerably positive but clearly lower than earnings per share reported for the second quarter of 2019. Brian Lane, Comfort Systems USA’s President and Chief Executive Officer, said, "Our outlook for the second quarter has improved over the last month. In light of the ongoing uncertainty we are not able to provide specific guidance with respect to our future earnings and cash flow, however, we remain confident that we can achieve strong earnings and cash flow during 2020 despite the widespread challenges from the global pandemic.”

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 142 locations in 116 cities around the nation. For more information, visit the Company’s website at www.comfortsystemsusa.com.

Certain statements and information inthis press release may constitute forward-looking statements regarding our future business expectations, which are subject to thesafe 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 nothistoric 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 canbe no assurance that future developments affecting the Company will be those that it anticipates. All comments concerning the Company’sexpectations for future revenue and operating results are based on the Company’s forecasts for its existing operations anddo not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significantrisks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future resultsto differ materially from the Company’s historical experience and its present expectations or projections. Important factorsthat could cause actual results to differ materially from those in the forward-looking statements include, but are not limitedto: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’slabor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regionalweakness in construction activity and economic conditions; the Company’s business being negatively affected by health crisesor outbreaks of disease, such as epidemics or pandemics; 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 suppliersto complete work as anticipated; difficulty in obtaining or increased costs associated with bonding and insurance; impairment togoodwill; errors in the Company’s percentage-of-completion method of accounting; the result of competition in the Company’smarkets; 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; shortages of labor and specialty buildingmaterials; retention of key management; seasonal fluctuations in the demand for mechanical systems; the imposition of past andfuture 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 factorsthat could cause the Company’s results to differ from its projected results, please see its filings with the SEC, includingits 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-lookingstatements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-lookingstatements after the date they are made, whether as a result of new information, future events, or otherwise.