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) July 30, 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 July 30, 2009, EMCOR Group, Inc. issued a press release disclosing
results of operations for its fiscal 2009 second quarter ended June 30, 2009. 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 July 30, 2009
disclosing results of operations for its fiscal 2009 second
quarter ended June 30, 2009.
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: July 30, 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 / Alexandra Tramont
(212) 850-5600
Linden Alschuler & Kaplan, Inc.
Media: Suzanne Dawson / Cecile Fradkin
212-575-4545
EMCOR GROUP, INC. REPORTS SECOND QUARTER 2009 RESULTS
- Second Quarter Operating Income Increases to $74.9 Million -
- Second Quarter Diluted EPS Increases to $0.67 -
NORWALK, CONNECTICUT, July 30, 2009 - EMCOR Group, Inc. (NYSE: EME) today
reported record results for the second quarter ended June 30, 2009.
For the 2009 second quarter, the Company reported net income (1) of $44.8
million, or $0.67 per diluted share, an increase of 2.0% over net income (1) of
$44.0 million, or $0.65 per diluted share, in the second quarter of 2008. In the
2009 second quarter, revenues were $1.42 billion compared to $1.72 billion in
the second quarter of 2008.
Including restructuring expenses of $3.0 million, operating income in the 2009
second quarter was $74.9 million, an increase of 2.1% from operating income of
$73.3 million in the same quarter a year ago. As a percentage of revenues,
operating income in the quarter rose to 5.3% from 4.3% in the 2008 second
quarter. Selling, general and administrative expenses (SG&A) decreased $14.9
million to $137.0 million, or 9.6% of revenues, in the second quarter of 2009,
compared to $151.8 million, or 8.8% of revenues, in the comparable prior year
period.
Contract backlog as of June 30, 2009 was $3.40 billion, compared to contract
backlog of $4.67 billion as of June 30, 2008 and $3.67 billion as of March 31,
2009. The decline in backlog was principally attributable to reduced contract
awards in the hospitality / gaming sectors, particularly in Las Vegas, and in
the commercial sector, which was partially offset by backlog growth in the
institutional sector.
Compared to the first quarter of 2009, revenues increased 2.0%, operating income
increased 16.4% and net income increased 21.9%. This performance reflects the
Company's solid operational execution and aggressive cost cutting initiatives.
EMCOR Reports Second Quarter Results Page 2
Net income (1) for the first half of 2009 was $81.6 million, or $1.22 per
diluted share, an increase of 11.3% over net income (1) of $73.3 million, or
$1.09 per diluted share, for the prior year comparable period. Revenues for the
first half of 2009 totaled $2.82 billion compared to $3.38 billion for the first
six months of 2008, a decrease of 16.8%.
For the 2009 six-month period, operating income increased 13.1% to $139.2
million, or 4.9% of revenues, from $123.0 million, or 3.6% of revenues, in the
same year ago period. Operating income for the 2009 six-month period included
restructuring expenses of $4.1 million. SG&A for the first half of 2009 was
$264.8 million, or 9.4% of revenues, compared to $292.1 million, or 8.6% of
revenues for the first half of 2008.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "We are very
pleased with our performance in the 2009 second quarter, which exceeded our
expectations in the face of a weak economic environment, and was driven by
outstanding execution. We saw solid performance across the majority of our
segments that drove profitability improvements in spite of lower demand. These
results are a testament to the work we have done over the past few years to
strengthen and diversify our business mix and to develop recurring sources of
revenue, in addition to our swift response to the global economic downturn."
Mr. MacInnis continued, "Our performance during the first half of 2009 is also
the result of our long-term efforts to reposition EMCOR to perform across the
economic cycle. Leveraging the expertise of one of the most talented management
teams in the industry, we have diversified our business to include a significant
presence in more profitable market segments in our industry whose demand drivers
are less directly tied to the overall economy. We have done this while
maintaining the expense discipline and liquidity required to manage through
economic cycles. As a result, we are a more balanced and profitable company than
ever before, and while we are not immune to the current pressures on our
industry, we believe EMCOR is better positioned to weather this cycle than at
any other time in our history. We continue to be supported by a strong balance
sheet and growing cash position, which benefits us in a difficult market where
financial strength and liquidity are key competitive differentiators."
Mr. MacInnis concluded, "Although we are extremely pleased with our performance
to date, visibility in the face of challenging market conditions remains
limited. We continue to see softness in the commercial and hospitality / gaming
sectors, and the prospect for sequential growth in our facilities services
operations, while possible, remains unclear. However, we continue to win key
projects and expect that our financial strength, geographic reach and experience
will position us well to participate in government stimulus projects as they
become available, which we expect will begin to occur near the end of 2009 and
into 2010. Given the unpredictability of the overall market, our focus remains
on controlling costs, superior execution and positioning our business for the
eventual economic rebound."
EMCOR Reports Second Quarter Results Page 3
The Company noted that, based on its financial performance in the first half of
2009, current market conditions and the scope of its contract backlog, it has
updated its full year 2009 guidance to include revenues of $5.5 billion to $5.7
billion and 2009 full year diluted EPS of $2.00 to $2.20. While a material
deterioration in market conditions from current levels could cause the Company's
performance to decline, early benefits from the economic stimulus plan,
accretive acquisitions, and/or improved credit markets could provide
opportunities to exceed these 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 second quarter conference call will be available live via internet
broadcast today, Thursday, July 30, 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.
(1) EMCOR adopted SFAS No. 160, "Noncontrolling Interests in Consolidated
Financial Statements," effective January 1, 2009, which, among other
things, changed the presentation format and certain captions of our
Condensed Consolidated Statements of Operations and Condensed Consolidated
Balance Sheets. EMCOR uses the captions recommended by this standard in its
condensed consolidated financial statements such as "net income
attributable to EMCOR Group, Inc." and "basic and diluted earnings per
common share attributable to EMCOR Group, Inc. common stockholders."
However, in the preceding release EMCOR has shortened this language to "net
income" and "earnings per share".
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, its
Form 10-Q for the second quarter ended June 30, 2009, 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 Six Months Ended
June 30, June 30,
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2009 2008 2009 2008
----------- ----------- ----------- -----------
Revenues $ 1,422,670 $ 1,722,972 $ 2,817,306 $ 3,384,375
Cost of sales 1,207,786 1,497,761 2,409,263 2,969,239
----------- ----------- ----------- -----------
Gross profit 214,884 225,211 408,043 415,136
Selling, general and
administrative expenses 136,974 151,824 264,769 292,066
Restructuring expenses 3,050 57 4,110 71
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Operating income 74,860 73,330 139,164 122,999
Interest expense, net (814) (579) (1,065) (1,433)
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Income before income taxes 74,046 72,751 138,099 121,566
Income tax provision 28,818 28,520 55,500 47,931
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Net income including
noncontrolling interests 45,228 44,231 82,599 73,635
Less: Net income attributable to
noncontrolling interests (409) (277) (1,012) (353)
----------- ----------- ----------- -----------
Net income attributable
to EMCOR Group, Inc. (1) $ 44,819 $ 43,954 $ 81,587 $ 73,282
=========== =========== =========== ===========
Basic earnings per common share:
Net income attributable to EMCOR
Group, Inc. common stockholders $ 0.68 $ 0.67 $ 1.24 $ 1.12
=========== =========== =========== ===========
Diluted earnings per common share:
Net income attributable to EMCOR
Group, Inc. common stockholders $ 0.67 $ 0.65 $ 1.22 $ 1.09
=========== =========== =========== ===========
Weighted average shares of common
stock outstanding:
Basic 65,835,298 65,322,768 65,847,911 65,294,160
Diluted 67,262,113 67,301,117 67,142,328 67,137,110
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2009 2008
(Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 521,471 $ 405,869
Accounts receivable, net 1,249,020 1,390,973
Costs and estimated earnings in excess of billings
on uncompleted contracts 89,062 105,441
Inventories 45,924 54,601
Prepaid expenses and other 59,620 53,856
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Total current assets 1,965,097 2,010,740
Investments, notes and other long-term receivables 22,668 14,958
Property, plant & equipment, net 94,802 96,716
Goodwill 586,127 582,714
Identifiable intangible assets, net 287,211 292,128
Other assets 11,842 11,148
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Total assets $2,967,747 $3,008,404
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LIABILITIES AND EQUITY
Current liabilities:
Borrowings under working capital credit line $ -- $ --
Current maturities of long-term debt and capital
lease obligations 3,405 3,886
Accounts payable 405,791 500,881
Billings in excess of costs and estimated earnings
on uncompleted contracts 629,758 601,834
Accrued payroll and benefits 184,447 221,564
Other accrued expenses and liabilities 172,367 184,990
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Total current liabilities 1,395,768 1,513,155
Long-term debt and capital lease obligations 193,729 196,218
Other long-term obligations 238,209 248,262
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Total liabilities 1,827,706 1,957,635
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Equity:
Total EMCOR Group, Inc. stockholders' equity 1,132,155 1,043,345
Noncontrolling interests 7,886 7,424
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Total equity 1,140,041 1,050,769
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Total liabilities and equity $2,967,747 $3,008,404
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