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) February 26, 2009
EMCOR Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8267 11-2125338
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(Commission File Number) (I.R.S. Employer Identification No.)
301 Merritt Seven, Norwalk, CT 06851-1092
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(Address of Principal Executive Offices) (Zip Code)
(203) 849-7800
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 February 26, 2009, EMCOR Group, Inc. issued a press release disclosing
results of operations for its fiscal 2008 fourth quarter ended December 31,
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
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99.1 Press Release issued by EMCOR Group, Inc. on February 26, 2009
disclosing results of operations for its fiscal 2008 fourth
quarter ended December 31, 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: February 26, 2009 By: /s/ Frank T. MacInnis
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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 FOURTH QUARTER
AND FULL YEAR 2008 RESULTS
- Fourth Quarter Operating Income Increases 17.2% to $100.9 Million -
- Fourth Quarter Diluted EPS Increases 20.0% to $0.90 -
- Full Year Record $2.71 Diluted EPS from Continuing Operations,
Up 45.7% over 2007 -
NORWALK, CONNECTICUT, February 26, 2009 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the fourth quarter and full year ended December 31, 2008.
For the 2008 fourth quarter, the Company reported net income of $60.3 million,
or $0.90 per diluted share, an increase of 19.8% over net income of $50.3
million, or $0.75 per diluted share, in the fourth quarter of 2007. In the 2008
fourth quarter, revenues were $1.68 billion compared to $1.77 billion in the
fourth quarter of 2007.
Operating income in the 2008 fourth quarter was $100.9 million, an increase of
17.2% from operating income of $86.1 million in the same quarter a year ago. As
a percentage of revenues, operating income rose to a record 6.0% from 4.9% in
the 2007 fourth quarter. Selling, general and administrative (SG&A) expenses
were $144.5 million, or 8.6% of revenues, in the fourth quarter of 2008,
compared to $153.9 million, or 8.7% of revenues, in the comparable prior year
period. The Company's income tax rate for the 2008 fourth quarter was 39.7%,
compared with 39.2% in the fourth quarter of 2007.
Contract backlog as of December 31, 2008 was $4.00 billion, compared to backlog
of $4.49 billion as of December 31, 2007 and $4.42 billion at the end of the
2008 third quarter. The decline in backlog was principally attributable to a
decrease in the hospitality / gaming sector, particularly in the Las Vegas
market, and the commercial sector mitigated by growth in the transportation,
industrial, institutional and water and wastewater sectors.
EMCOR Reports Fourth Quarter Results Page 2
For the 2008 full-year period, the Company reported net income of $182.2
million, or $2.71 per diluted share, an increase of 43.7% over net income of
$126.8 million, or $1.90 per diluted share, in 2007. Revenues in the 2008
full-year period rose 14.5% to $6.79 billion from $5.93 billion in 2007. Organic
revenue growth was 5.9% for the 2008 full-year period.
Operating income was $302.6 million, or 4.5% of revenues for the 2008 full-year
period, an increase of 51.4% over operating income of $199.8 million, or 3.4% of
revenues, in the same period last year. SG&A expenses were $582.3 million, or
8.6% of revenues, for the 2008 full-year period, versus $502.7 million, or 8.5%
of revenues, in 2007.
The Company's results for the 2008 full-year period include a previously
announced one-time charge of $7.9 million, substantially all of which is
non-cash, resulting from an adverse jury verdict and a $7.0 million non-cash
charge with respect to the impairment of the value of our equity investment in a
joint venture; the diluted EPS impact of these two charges was approximately
($0.14).
Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "The 2008 fourth
quarter marked the culmination of the most successful year in our Company's
history. We significantly outperformed expectations as we continued to benefit
from the steps we have taken to diversify our business across markets, services
and geographies. Operating margins in the quarter and full year were records for
their respective periods, reflecting the size and profitability of our U.S.
Facilities Services segment, as well as our ongoing focus on bidding discipline,
which continue to have a positive impact on our revenue mix, margin
characteristics and earnings power. We also continued to generate excellent
liquidity, achieving a 29% year-over-year increase in operating cash flows to a
level of $335 million."
Mr. MacInnis continued, "This quarter marks nearly 14 years of consistent
profitability at EMCOR, a timeframe that has included several significant market
down-cycles, and our performance underscores the ability of our business model
to adapt to all economic circumstances. During this timeframe, we have
successfully executed our long-term strategy to diversify our business and end
markets and improve our long-term profitability through strategic acquisitions,
enhanced management of the bidding process and the targeted growth of our
Facilities Services business. As a result, going into the current down-cycle we
are a larger, more balanced and more profitable company than ever before with a
greater proportion of our business driven less by cyclical factors. We are also
supported by a strong balance sheet, with substantial cash and no net debt,
which benefits us in a market where financial strength and liquidity are
increasingly becoming competitive differentiators."
EMCOR Reports Fourth Quarter Results Page 3
Mr. MacInnis concluded, "While we are experiencing varying degrees of pressure
on demand in most of our markets, we believe that EMCOR is better positioned to
weather the current cycle than at any other time in its history. Our market
diversification and disciplined management approach give us the flexibility to
control our cost base and target sectors that are more likely to outperform,
including those that may benefit from the economic stimulus package, as the
current cycle evolves and ultimately improves. Although continued uncertainty in
the credit markets may affect major capital projects, much of our business,
including a substantial portion of our Facilities Services business, is derived
from maintenance of existing facilities, the budgets for which are less likely
to be the first to be cut in the current environment. While 2009 will be
challenging, EMCOR has the market position, operational flexibility and
financial strength and discipline necessary to adapt to these uncertain times
and pursue its long-term growth strategy."
The Company noted that, based on the current size and scope of its contract
backlog and assuming a continuation of existing market conditions, it expects to
generate "base line" revenues of between $6.0 billion and $6.3 billion and is
highly confident of its ability to generate 2009 full year diluted "base line"
EPS from continuing operations of $1.80. While a material deterioration of
market conditions from current levels could cause the Company's performance to
fall, early benefits from the economic stimulus plan, accretive acquisitions,
and/or improved credit markets could provide opportunities to exceed the "base
line" estimates.
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 fourth quarter conference call will be available live via internet
broadcast today, Thursday, February 26, at 10:30 AM Eastern Standard 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 2008 Form 10-K 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)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Twelve Months Ended
December 31, December 31,
2008 2007 2008 2007
---- ---- ---- ----
Revenues $1,680,518 $1,767,633 $6,785,242 $5,927,152
Cost of sales 1,433,349 1,527,334 5,898,591 5,224,330
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Gross profit 247,169 240,299 886,651 702,822
Selling, general and
administrative expenses 144,543 153,943 582,317 502,654
Restructuring expenses 1,686 250 1,757 343
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Operating income 100,940 86,106 302,577 199,825
Interest (expense) income, net (259) (3,681) (1,854) 3,975
Minority interest (673) (5) (1,931) (2,051)
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Income from continuing
operations before income taxes 100,008 82,420 298,792 201,749
Income tax provision 39,721 32,336 116,588 77,706
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Income from continuing
operations 60,287 50,084 182,204 124,043
Income from discontinued
operation, net of income taxes -- 246 -- 2,765
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Net income $ 60,287 $ 50,330 $ 182,204 $ 126,808
========== ========== ========== ==========
Basic earnings per common share:
From continuing operations $ 0.92 $ 0.77 $ 2.79 $ 1.93
From discontinued operation -- 0.00 -- 0.04
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$ 0.92 $ 0.77 $ 2.79 $ 1.97
========== ========== ========== ==========
Diluted earnings per common share:
From continuing operations $ 0.90 $ 0.75 $ 2.71 $ 1.86
From discontinued operation -- 0.00 -- 0.04
---------- ---------- ---------- ----------
$ 0.90 $ 0.75 $ 2.71 $ 1.90
========== ========== ========== ==========
Weighted average shares of
common stock outstanding:
Basic 65,493,047 65,093,750 65,373,483 64,431,471
Diluted 66,852,379 67,051,600 67,117,261 66,731,936
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31, December 31,
2008 2007
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ASSETS
Current assets:
Cash and cash equivalents $ 405,869 $ 251,637
Accounts receivable, net 1,390,973 1,435,268
Costs and estimated earnings in excess of billings
on uncompleted contracts 105,441 155,060
Inventories 54,601 52,247
Prepaid expenses and other 53,856 56,935
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Total current assets 2,010,740 1,951,147
Investments, notes and other long-term receivables 14,958 22,669
Property, plant & equipment, net 96,716 83,963
Goodwill 582,714 563,918
Identifiable intangible assets, net 292,128 252,146
Other assets 11,148 13,157
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Total assets $3,008,404 $2,887,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ -- $ --
Current maturities of long-term debt and capital
lease obligations 3,886 3,791
Accounts payable 500,881 537,314
Billings in excess of costs and estimated earnings
on uncompleted contracts 601,834 582,572
Accrued payroll and benefits 221,564 215,554
Other accrued expenses and liabilities 184,990 190,349
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Total current liabilities 1,513,155 1,529,580
Long-term debt and capital lease obligations 196,218 223,453
Other long-term obligations 255,686 248,926
Total stockholders' equity 1,043,345 885,041
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Total liabilities and stockholders' equity $3,008,404 $2,887,000
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