Comfort Systems USA, Inc.
Ticker:FIX 4801 Woodway Drive, Suite 300E
Exchange:New York Stock Exchange Houston, TX 70056
Industry:Construction (SIC Code 1711) (713) 964-2685

Offering Information
Type of Shares:Common Shares Filing Date:3/26/97
U.S. Shares:6,100,000 Offer Date:6/27/97
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:6,100,000 Offer Price:$13.00
Secondary Shares:0 Gross Spread:$0.91
Offering Amount: $73,200,000 Selling:$0.52
Expenses:$4,000,000 Reallowance:$0.10
Shares Out After:20,060,774

Primary Underwriting Group
ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 895-2700
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bracewell & Patterson
Bank's Law Firm: Piper & Marbury
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$167.53Assets:$149.24
Net Income:$8.91Curr Assets:
EPS:$0.49Liabilities:$86.09
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$63.16
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was founded in 1996 to become a leading national provider of comprehensive HVAC installation services and maintenance, repair and replacement of HVAC systems, focusing primarily on the commercial and industrial markets. The company's commercial and industrial applications include office buildings, retail centers, apartment complexes, hotels, manufacturing plants and government facilitates. The cmpany also provides specialized HVAC applications such as process cooling, control systems, electronic monitoring and process piping. Approximately 90% of the company's pro forma combined 1996 revenues of $167.5 million was derived from commercial and industrial customers, with approximately 53% of combined revenues attributable to installation services and 47% attributable to maintenance, repair and replacement services. Combined revenues of the Founding Companies, which have been in business an average of 39 years, increased at a compound annual growth rate of approximately 16% from 1994 through 1996.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies, to repay expenses incurred in connection with the organization of Comfort Systems and the Offering and for general corporate purposes including future acquisitions.

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