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 29, 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 July 29, 2008, EMCOR Group, Inc. issued a press release disclosing
results of operations for its fiscal 2008 second quarter ended June 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 July 29, 2008
disclosing results of operations for its fiscal 2008 second
quarter ended June 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: July 29, 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 SECOND QUARTER RESULTS
- Revenues Increase 25.6% to $1.72 Billion -
- Operating Income and Net Income Increase 76.9% and 68.1%, Respectively -
- Contract Backlog Reaches New Record of $4.67 Billion -
- 2008 Full Year Earnings Guidance Raised -
NORWALK, CONNECTICUT, July 29, 2008 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the second quarter and six months ended June 30, 2008.
Net income for the second quarter of 2008 increased 68.1% to $44.0 million, or
$0.65 per diluted share, from $26.2 million, or $0.39 per diluted share, for the
second quarter of 2007. Revenues for the 2008 second quarter rose 25.6% to $1.72
billion from $1.37 billion in the year ago period. The increase in revenues in
the period reflects strong organic growth of 12%, as well as contributions from
recent acquisitions.
Operating income rose 76.9% to $73.3 million, or 4.3% of revenues, for the
second quarter of 2008, from $41.5 million, or 3.0% of revenues, for the year
ago period. Selling, general and administrative (SG&A) expenses in the 2008
second quarter were $151.8 million, compared with $123.1 million in the same
period a year ago. The increase in SG&A during the period primarily reflects
expenses associated with companies acquired during the last twelve months. As a
percentage of revenues, SG&A declined to 8.8% in the current year period from
9.0% a year ago. The Company's tax rate for the 2008 second quarter was 39%,
compared to 42% for the prior year comparable period.
The Company's results for the second quarter of 2008 include a one-time charge,
substantially all of which is non-cash, of $7.9 million, or $0.07 per share
after-tax, resulting from an adverse jury verdict in a construction contract
case. This charge is included in cost of sales for the period.
EMCOR Announces 2008 Second Quarter Results Page 2
EMCOR achieved record contract backlog as of the end of the 2008 second quarter.
Contract backlog reached $4.67 billion at June 30, 2008, an increase of 9.7%
over a year ago, and an increase of 6.5% over contract backlog as of March 31,
2008. Organic backlog growth, excluding companies acquired during the last 12
months, was approximately 5.0% versus the year ago figure.
Net income for the first half of 2008 was $73.3 million, or $1.09 per diluted
share, an increase of 92.1% over net income of $38.1 million, or $0.57 per
diluted share, for the prior year period. Revenues for the first half of 2008
totaled $3.38 billion compared to $2.66 billion, an increase of 27.3%, of which
14.3% represented organic growth.
For the 2008 six-month period, operating income increased 109.2% to $123.0
million, or 3.6% of revenues, from $58.8 million, or 2.2% of revenues, for the
year ago period. SG&A expenses for the first half of 2008 were $292.1 million,
or 8.6% of revenues, compared to $234.7 million, or 8.8% of revenues for the
first half of 2007.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "The 2008 second
quarter represented another exceptional period for EMCOR Group that continued
the momentum of prior periods and demonstrated strong performance across the key
indicators of our business: orders, revenues, margins and cash flow. Excellent
execution and performance was evidenced across all of our business segments,
driven by our focus on sectors that can grow through the current economic cycle
such as healthcare, industrial, transportation and water and wastewater
treatment. In addition, our facilities services business continues to increase
its profitability while growing both organically and through acquisitions. We
also realized substantially improved results in our Canadian operations, and our
U.K. company returned to profitability."
Mr. MacInnis continued, "Our record performance, profit momentum, and strength
of our order intake are bolstering our confidence about future periods.
Additionally, we continue to see increased demand for our mission-critical
facilities services business which adds a source of higher-margin, recurring
revenues to our business not totally reflected in contract backlog."
Mr. MacInnis concluded, "EMCOR remains in an excellent position to continue its
strong performance in the second half of 2008 and into 2009. Despite a
challenging macroeconomic environment, our markets continue to be strong and
balanced evidenced by the continued demand for our services. Our goal going
forward is to continue executing at the high level that is reflected in our
excellent performance to date and to meet the developing needs of our clients."
The Company noted that, based on current market conditions and the makeup of its
backlog, it expects to generate revenues for the 2008 full-year period of
between $6.8 billion and $7.0 billion and diluted earnings per share for 2008 of
$2.32 to $2.47.
EMCOR Announces 2008 Second Quarter Results Page 3
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, Tuesday, July 29, 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 second quarter
ended June 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 Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2008 2007 2008 2007
---- ---- ---- ----
Revenues $ 1,722,972 $ 1,371,954 $ 3,384,375 $ 2,658,721
Cost of sales 1,497,761 1,207,355 2,969,239 2,365,109
----------- ----------- ----------- -----------
Gross profit 225,211 164,599 415,136 293,612
Selling, general and
administrative expenses 151,824 123,148 292,066 234,715
Restructuring expenses 57 -- 71 93
----------- ----------- ----------- -----------
Operating income 73,330 41,451 122,999 58,804
Interest (expense) income, net (579) 2,779 (1,433) 5,490
Minority interest (277) (711) (353) (1,115)
----------- ----------- ----------- -----------
Income from continuing
operations before income taxes 72,474 43,519 121,213 63,179
Income tax provision 28,520 18,168 47,931 26,303
----------- ----------- ----------- -----------
Income from continuing
operations 43,954 25,351 73,282 36,876
Income from discontinued
operation, net -- 799 -- 1,266
----------- ----------- ----------- -----------
Net income $ 43,954 $ 26,150 $ 73,282 $ 38,142
=========== =========== =========== ===========
Basic earnings per share -
continuing operations $ 0.67 $ 0.40 $ 1.12 $ 0.58
Basic earnings per share -
discontinued operation -- 0.01 -- 0.02
----------- ----------- ----------- -----------
$ 0.67 $ 0.41 $ 1.12 $ 0.60
=========== =========== =========== ===========
Diluted earnings per share -
continuing operations $ 0.65 $ 0.38 $ 1.09 $ 0.55
Diluted earnings per share -
discontinued operation -- 0.01 -- 0.02
----------- ----------- ----------- -----------
$ 0.65 $ 0.39 $ 1.09 $ 0.57
=========== =========== =========== ===========
Weighted average shares of
common stock outstanding:
Basic 65,322,768 64,195,339 65,294,160 64,013,213
Diluted 67,301,117 66,654,674 67,137,110 66,470,154
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31,
2008 2007
(Unaudited)
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 275,511 $ 251,637
Accounts receivable, net 1,496,411 1,435,268
Costs and estimated earnings in excess of billings
on uncompleted contracts 117,085 144,919
Inventories 56,526 52,247
Prepaid expenses and other 56,872 56,935
---------- ----------
Total current assets 2,002,405 1,941,006
Investments, notes and other long-term receivables 22,329 22,669
Property, plant & equipment, net 88,807 83,963
Goodwill 569,327 563,918
Identifiable intangible assets, net 271,315 252,146
Other assets 13,189 13,157
---------- ----------
Total assets $2,967,372 $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 3,838 3,791
Accounts payable 509,190 537,314
Billings in excess of costs and estimated earnings
on uncompleted contracts 644,679 572,431
Accrued payroll and benefits 203,364 215,554
Other accrued expenses and liabilities 200,418 190,349
---------- ----------
Total current liabilities 1,561,489 1,519,439
Long-term debt and capital lease obligations 197,600 223,453
Other long-term obligations 245,302 248,926
Total stockholders' equity 962,981 885,041
---------- ----------
Total liabilities and stockholders' equity $2,967,372 $2,876,859
========== ==========