-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M3r98VlfizUIejJj9mivMl5r/j69FjG5XyW6KxgQ66LmBA/7bHVMDs77xiTtRyUE FfcubGa6kSkx/g1neuYsKQ== 0000105634-08-000152.txt : 20081023 0000105634-08-000152.hdr.sgml : 20081023 20081023162119 ACCESSION NUMBER: 0000105634-08-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081023 DATE AS OF CHANGE: 20081023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCOR GROUP INC CENTRAL INDEX KEY: 0000105634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 112125338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08267 FILM NUMBER: 081137538 BUSINESS ADDRESS: STREET 1: 301 MERRITT SEVEN CORPORATE PK STREET 2: 6TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 203-849-7800 MAIL ADDRESS: STREET 1: 301 MERRITT SEVEN CORPORATE PARK STREET 2: 6TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: JWP INC/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JAMAICA WATER PROPERTIES INC DATE OF NAME CHANGE: 19860518 FORMER COMPANY: FORMER CONFORMED NAME: WELSBACH CORP DATE OF NAME CHANGE: 19761119 8-K 1 a3q08pr.txt THIRD QUARTER 2008 PRESS RELEASE 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) October 23, 2008 EMCOR Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8267 11-2125338 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 301 Merritt Seven, Norwalk, CT 06851 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (203) 849-7800 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): __ 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)) Item 2.02 Results of Operations and Financial Condition On October 23, 2008, EMCOR Group, Inc. issued a press release disclosing results of operations for its fiscal 2008 third quarter ended September 30, 2008. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item. 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - -------------- --------------------------------------------------------------- 99.1 Press Release issued by EMCOR Group, Inc. on October 23, 2008 disclosing results of operations for its fiscal 2008 third quarter ended September 30, 2008. SIGNATURE 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. EMCOR Group, Inc. Dated: October 23, 2008 By: /s/ Frank T. MacInnis --------------------------- Frank T. MacInnis Chairman of the Board of Directors and Chief Executive Officer Exhibit 99.1 FOR: EMCOR GROUP, INC. CONTACT: R. Kevin Matz Executive Vice President Shared Services (203) 849-7938 FD Investors: Eric Boyriven - 212-850-5600 Linden Alschuler & Kaplan, Inc. Media: Suzanne Dawson / Cecile Fradkin (212) 575-4545 EMCOR GROUP, INC. REPORTS RECORD THIRD QUARTER RESULTS - Revenues Increase 14.6% to $1.72 Billion - - Operating Income Increases 43.2% to $78.6 Million - - Diluted EPS from Continuing Operations Increases 30.9% to $0.72 - - 2008 Earnings Guidance Raised - NORWALK, CONNECTICUT, October 23, 2008 - EMCOR Group, Inc., (NYSE: EME) today reported results for the third quarter and nine months ended September 30, 2008. For the third quarter of 2008, the Company reported net income of $48.6 million, or $0.72 per diluted share, an increase of 26.9% over net income of $38.3 million, or $0.57 per diluted share, for the third quarter of 2007. In the 2008 third quarter, revenues were $1.72 billion compared to $1.50 billion in the third quarter of 2007, an increase of 14.6%, of which 8.0% was organic growth which excludes the contribution from businesses acquired during the past year. Operating income in the third quarter of 2008 was $78.6 million, an increase of 43.2% from operating income of $54.9 million in the same quarter a year ago. As a percentage of revenues, operating income rose to 4.6% from 3.7% in the third quarter of 2007 and was the highest achieved for a third quarter in the Company's history. Selling, general and administrative (SG&A) expenses were $145.7 million in the third quarter of 2008 compared to $114.0 million in the prior year period. The increase in SG&A expenses compared to the comparable year-ago period primarily reflects expenses associated with companies acquired during the past twelve months, as well as with incentive compensation accruals. The Company's income tax rate for the 2008 third quarter was 37.3%, compared with 34.0% in the third quarter of 2007. Contract backlog as of September 30, 2008 was $4.42 billion, compared to backlog of $4.48 billion as of September 30, 2007 and $4.67 billion at the end of the 2008 second quarter. The decline in backlog was principally attributable to a decrease in work in the commercial and hospitality/gaming sectors, but was largely offset by increases in healthcare, water/wastewater, transportation and industrial contract awards. EMCOR Announces 2008 Third Quarter Results Page 2 For the 2008 nine-month period, the Company reported net income of $121.9 million, or $1.82 per diluted share, an increase of 59.4%, compared to net income of $76.5 million, or $1.15 per diluted share, for the first nine months of 2007. Revenues in the 2008 nine-month period rose 22.7% to $5.1 billion from $4.2 billion for the nine months ended September 30, 2007. Organic revenue growth, excluding revenues from companies acquired during the past twelve months, was 12.0% in the first nine months of 2008. Operating income was $201.6 million, or 4.0% of revenues, in the first nine months of 2008, an increase of 77.3% from operating income of $113.7 million, or 2.7% of revenues, in the same period last year. SG&A expenses were $437.8 million, or 8.6% of revenues, in the 2008 nine-month period, versus $348.7 million, or 8.4% of revenues, in the nine months ended September 30, 2007. The Company's results for the 2008 nine-month period include a one-time charge, substantially all of which is non-cash, of $7.9 million, or $0.07 per diluted share after-tax, resulting from an adverse jury verdict in a construction contract case in the 2008 second quarter, as previously announced. Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "The 2008 third quarter reflects another quarter of outstanding performance by our Company during which we continued to benefit from the steps we have taken over the last decade to diversify our business across markets, services and geographies. The quarter saw continued margin expansion across most of our business segments, as both our organic and acquired businesses continued to perform strongly, supported by end markets with demand drivers not tied to the current economic cycle and rising demand for higher margin facilities services. Our focus on working capital management enabled EMCOR to continue to generate excellent cash flows with year to date cash flows from operations of $199.7 million, a clear testament to the quality of our earnings and our client relationships." Mr. MacInnis continued, "The keystone of our long-term strategic growth plan has been the diversification of our business to hedge against construction cyclicality and to provide a solid underlying level of earnings power for the Company through targeted growth of our facilities services businesses. At the same time, we have undertaken strategic acquisitions, such as Ohmstede, S.A. Comunale and a number of mechanical services companies, which have shifted the mix of our business to stable end markets such as refining, fire protection and mechanical services which are less capital intensive and not as vulnerable to economic downturns than construction. As a result, we are a market leader with a broad range of services, substantial reach and financial strength to support our customers through economic cycles." Mr. MacInnis concluded, "While we are closely watching developments in the financial markets, we are confident that EMCOR is well positioned as we enter the fourth quarter. Although continued uncertainty in the credit markets may ultimately affect the capital budgets of some of our customers, there continues to be a need to maintain and upgrade facilities, and EMCOR is a leading provider of these services. Furthermore, our market diversification provides us with the flexibility to follow demand across sectors as the economic cycle evolves. The strength and liquidity of our balance sheet is a competitive differentiator during these credit-constrained times, and allows us to meet the performance requirements of our clients and will enable us to pursue opportunities in an environment that is favorable for strategic investors." EMCOR Announces 2008 Third Quarter Results Page 3 Based on current market conditions, the Company now expects revenues of between $6.8 billion and $7.0 billion and diluted earnings per share of between $2.48 and $2.58 for the 2008 full-year period. EMCOR Group, Inc. is a Fortune 500(R) worldwide leader in mechanical and electrical construction services, energy infrastructure and facilities services. This press release and other press releases may be viewed at the Company's Web site at www.emcorgroup.com. EMCOR Group's third quarter conference call will be available live via internet broadcast today, Thursday, October 23, at 10:30 AM Eastern Daylight Time. You can access the live call through the Home Page of the Company's Web site at www.emcorgroup.com. This release may contain certain forward-looking statements within the meaning of the Private Securities Reform Act of 1995. Any such comments are based upon information available to EMCOR management and its perception thereof, as of this date, and EMCOR assumes no obligation to update any such forward-looking statements. These forward-looking statements may include statements regarding market opportunities, market share growth, gross profit, backlog mix, projects with varying profit margins, and selling, general and administrative expenses. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Accordingly these statements are no guarantee of future performance. Such risk and uncertainties include, but are not limited to, adverse effects of general economic conditions, changes in the political environment, changes in the specific markets for EMCOR's services, adverse business conditions, availability of adequate levels of surety bonding, increased competition, unfavorable labor productivity and mix of business. Certain of the risks and factors associated with EMCOR's business are also discussed in the Company's 2007 Form 10-K, its Form 10-Q for the third quarter ended September 30, 2008, and in other reports filed from time to time with the Securities and Exchange Commission. All these risks and factors should be taken into account in evaluating any forward-looking statements. - FINANCIAL TABLES FOLLOW - EMCOR GROUP, INC. FINANCIAL HIGHLIGHTS (In thousands, except share and per share information) (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Nine Months Ended September 30, September 30, 2008 2007 2008 2007 ---- ---- ---- ---- Revenues $1,720,349 $1,500,798 $5,104,724 $4,159,519 Cost of sales 1,496,003 1,331,887 4,465,242 3,696,996 ---------- ---------- ---------- ---------- Gross profit 224,346 168,911 639,482 462,523 Selling, general and administrative expenses 145,708 113,996 437,774 348,711 Restructuring expenses -- -- 71 93 ---------- ---------- ---------- ---------- Operating income 78,638 54,915 201,637 113,719 Interest (expense) income, net (162) 2,166 (1,595) 7,656 Minority interest (905) (931) (1,258) (2,046) ---------- ---------- ---------- ---------- Income from continuing operations before income taxes 77,571 56,150 198,784 119,329 Income tax provision 28,936 19,067 76,867 45,370 ---------- ---------- ---------- ---------- Income from continuing operations 48,635 37,083 121,917 73,959 Income from discontinued operation, net -- 1,253 -- 2,519 ---------- ---------- ---------- ---------- Net income $ 48,635 $ 38,336 $ 121,917 $ 76,478 ========== ========== ========== ========== Basic earnings per common share - From continuing operations $ 0.74 $ 0.57 $ 1.87 $ 1.15 Basic earnings per common share - From discontinued operation -- 0.02 -- 0.04 ---------- ---------- ---------- ---------- $ 0.74 $ 0.59 $ 1.87 $ 1.19 ========== ========== ========== ========== Diluted earnings per common share - From continuing operations $ 0.72 $ 0.55 $ 1.82 $ 1.11 Diluted earnings per common share - From discontinued operation -- 0.02 -- 0.04 ---------- ---------- ---------- ---------- $ 0.72 $ 0.57 $ 1.82 $ 1.15 ========== ========== ========== ========== Weighted average shares of common stock outstanding: Basic 65,404,404 64,591,883 65,331,538 64,208,289 Diluted 67,425,722 66,922,011 67,164,880 66,622,958
EMCOR GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
September 30, December 31, 2008 2007 (Unaudited) ------------- ------------ ASSETS Current assets: Cash and cash equivalents $ 340,849 $ 251,637 Accounts receivable, net 1,489,495 1,435,268 Costs and estimated earnings in excess of billings on uncompleted contracts 130,808 144,919 Inventories 61,570 52,247 Prepaid expenses and other 52,841 56,935 ---------- ---------- Total current assets 2,075,563 1,941,006 Investments, notes and other long-term receivables 22,791 22,669 Property, plant & equipment, net 90,609 83,963 Goodwill 574,363 563,918 Identifiable intangible assets, net 270,803 252,146 Other assets 12,797 13,157 ---------- ---------- Total assets $3,046,926 $2,876,859 ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Borrowings under working capital credit line $ -- $ -- Current maturities of long-term debt and capital lease obligations 3,816 3,791 Accounts payable 489,099 537,314 Billings in excess of costs and estimated earnings on uncompleted contracts 684,597 572,431 Accrued payroll and benefits 227,776 215,554 Other accrued expenses and liabilities 194,228 190,349 ---------- ---------- Total current liabilities 1,599,516 1,519,439 Long-term debt and capital lease obligations 196,745 223,453 Other long-term obligations 239,604 248,926 Total stockholders' equity 1,011,061 885,041 ---------- ---------- Total liabilities and stockholders' equity $3,046,926 $2,876,859 ========== ==========
-----END PRIVACY-ENHANCED MESSAGE-----