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 25, 2007
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
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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 October 25, 2007, EMCOR Group, Inc. issued a press release disclosing
results of operations for its fiscal 2007 third quarter ended September 30,
2007. 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 October 25, 2007
disclosing results of operations for its fiscal 2007 third
quarter ended September 30, 2007.
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 25, 2007 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
Senior Vice President
Shared Services
(203) 849-7938
FD
Investors: Eric Boyriven - 212-850-5600
Linden Alschuler & Kaplan, Inc.
Media: Josh Epstein - 212-575-4545
EMCOR GROUP, INC. REPORTS RECORD THIRD QUARTER RESULTS
- Revenues and Operating Income Rise 21% and 58% over 2006 -
- Contract Backlog Reaches Record $4.48 Billion -
- 2007 Full Year Revenues and Earnings Guidance Raised -
NORWALK, CONNECTICUT, October 25, 2007 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the third quarter and nine months ended September 30, 2007.
The Company's financial results for the prior year periods have been adjusted to
reflect its 2-for-1 stock split, effective July 9, 2007.
Income from continuing operations for the third quarter of 2007 rose 68.3% to
$37.1 million, or $0.55 per diluted share, compared to $22.0 million, or $0.33
per diluted share, in the third quarter of 2006.
Including income from discontinued operations of $1.3 million, net income for
the third quarter of 2007 was $38.3 million, or $0.57 per diluted share.
Including income from discontinued operations of $0.5 million, net income for
the third quarter of 2006 was $22.6 million, or $0.34 per diluted share. The
Company's results for the third quarter of 2006 also include restructuring
expenses of $0.6 million, as previously announced.
In the third quarter of 2007, the Company reported revenues of $1.50 billion, an
increase of 21.1% over revenues of $1.24 billion in the year ago period. After
excluding revenues from 2007 acquisitions, organic revenue growth in the 2007
third quarter was 13.8%.
Operating income was $54.9 million in the third quarter of 2007, an increase of
57.8% over operating income of $34.8 million in the same period last year. As a
percentage of revenues, operating income improved to 3.7% in the 2007 third
quarter from 2.8% a year ago. Selling, general and administrative (SG&A)
expenses were $114.0 million, or 7.6% of revenues, in the 2007 third quarter,
versus $108.6 million, or 8.8% of revenues in the third quarter of 2006,
primarily reflecting the Company's previous restructuring initiatives and the
success of its efforts to control costs despite strong revenue growth. During
the 2007 third quarter, the Company's tax rate declined to 34% from 37.8% in the
year ago period as a result of a reduction in United Kingdom income before
income taxes.
EMCOR Announces 2007 Third Quarter Results Page 2
Contract backlog at September 30, 2007 was a record $4.48 billion, compared with
backlog of $3.40 billion at September 30, 2006, an increase of 31.8%. On a
sequential basis, the Company's backlog rose $223 million, or 5.3%, from a
previous record of $4.26 billion at June 30, 2007.
During the quarter, the Company completed its acquisition of Ohmstede, Ltd.
("Ohmstede"), the leading provider of aftermarket maintenance and repair
services, replacement parts and fabrication services for highly engineered shell
and tube heat exchangers for the refinery and petrochemical industries, for
approximately $455 million in cash, as previously announced. Ohmstede
contributed $19.0 million in revenues to the Company's results during the 2007
third quarter, and was slightly accretive to diluted earnings per share for the
period. Ohmstede also contributed $125.9 million to the Company's total backlog
as of September 30, 2007.
For the first nine months of 2007, income from continuing operations rose 61.9%
to $74.0 million, or $1.11 per diluted share, from $45.7 million, or $0.70 per
diluted share, in the first nine months of 2006. Including income from
discontinued operations of $2.5 million, net income for the 2007 nine-month
period was $76.5 million, or $1.15 per diluted share. Including income from
discontinued operations of $0.7 million and restructuring expenses of $0.6
million, net income for the 2006 nine-month period was $46.4 million, or $0.71
per diluted share.
Revenues for the 2007 nine-month period rose 17.0% to $4.16 billion, from $3.55
billion in the year ago period. After excluding revenues from 2007 acquisitions,
organic revenue growth was 12.2% for the first nine months of 2007.
For the 2007 nine-month period, operating income rose 63.3% to $113.7 million,
or 2.7% of revenues, from $69.6 million, or 2.0% of revenues from the year ago
period. SG&A expenses for the first nine months of 2007 totaled $348.7 million,
or 8.4% of revenues, compared with $315.2 million, or 8.9% of revenues, in the
first nine months of 2006.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "The 2007 third
quarter marked another strong period of execution and performance by EMCOR
Group, and our results reflect our outstanding competitive position and the
robust markets we have experienced throughout the year. Our performance was
driven by strong growth across all our segments in North America. This is
particularly true in the U.S. market, as our U.S. Mechanical, Electrical and
Facilities Services divisions continued to post strong growth in revenues and
profitability. We also continue to grow our business from a position of
financial strength. We generated excellent cash flows during the third quarter
and our balance sheet remains strong notwithstanding the completion of the
Ohmstede acquisition. The initial stages of the integration of Ohmstede have
gone well, and we have already identified opportunities to extend their business
into new markets."
EMCOR Announces 2007 Third Quarter Results Page 3
Mr. MacInnis concluded, "Our major markets continue to reflect strong demand for
our broad range of services. In addition, EMCOR's recent trend towards
longer-duration, higher-margin projects has continued, as illustrated by our
high level of activity in the healthcare, hospitality and gaming sectors. In
short, we remain well positioned to take advantage of the opportunities before
us. Based on the trajectory and composition of our backlog, we are again
increasing our 2007 performance estimates to revenues of $5.8 billion and
diluted earnings per share from continuing operations of $1.75 - $1.80."
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 25, 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 2006 Form 10-K, its Form 10-Q for the third quarter
ended September 30, 2007, 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,
2007 2006 2007 2006
---- ---- ---- ----
Revenues $1,500,798 $1,239,400 $4,159,519 $3,554,335
Cost of sales 1,331,887 1,095,412 3,696,996 3,168,887
---------- ---------- ---------- ----------
Gross profit 168,911 143,988 462,523 385,448
Selling, general and
administrative expenses 113,996 108,576 348,711 315,219
Restructuring expenses -- 604 93 604
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Operating income 54,915 34,808 113,719 69,625
Interest income, net 2,167 1,463 7,656 2,192
Minority interest (932) (828) (2,046) (337)
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Income from continuing
operations before income taxes 56,150 35,443 119,329 71,480
Income tax provision 19,067 13,407 45,370 25,790
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Income from continuing
operations 37,083 22,036 73,959 45,690
Income from discontinued
operations, net of income taxes 1,253 517 2,519 737
---------- ---------- ---------- ----------
Net income $ 38,336 $ 22,553 $ 76,478 $ 46,427
========== ========== ========== ==========
Basic earnings per share -
continuing operations $ 0.57 $ 0.35 $ 1.15 $ 0.73
Basic earnings per share -
discontinued operations 0.02 0.01 0.04 0.01
---------- ---------- ---------- ----------
$ 0.59 $ 0.36 $ 1.19 $ 0.74
========== ========== ========== ==========
Diluted earnings per share -
continuing operations $ 0.55 $ 0.33 $ 1.11 $ 0.70
Diluted earnings per share -
discontinued operations 0.02 0.01 0.04 0.01
---------- ---------- ---------- ----------
$ 0.57 $ 0.34 $ 1.15 $ 0.71
========== ========== ========== ==========
Weighted average shares of
Common stock outstanding:
Basic 64,591,883 63,403,764 64,208,289 63,059,282
Diluted 66,922,011 65,783,018 66,622,958 65,252,087
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
2007 2006
(Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 223,077 $ 273,735
Accounts receivable, net 1,442,228 1,184,418
Costs and estimated earnings in excess of billings
on uncompleted contracts 155,130 147,848
Inventories 49,801 18,015
Prepaid expenses and other 51,441 38,397
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Total current assets 1,921,677 1,662,413
Investments, notes and other long-term receivables 29,924 29,630
Property, plant & equipment, net 79,504 52,780
Goodwill 592,548 288,165
Identifiable intangible assets, net 206,647 38,251
Other assets 13,215 17,784
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Total assets $2,843,515 $2,089,023
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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 2,914 659
Accounts payable 542,615 496,407
Billings in excess of costs and estimated earnings
on uncompleted contracts 612,789 412,069
Accrued payroll and benefits 208,850 177,490
Other accrued expenses and liabilities 124,634 121,723
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Total current liabilities 1,491,802 1,208,348
Long-term debt and capital lease obligations 298,950 1,239
Other long-term obligations 228,664 169,127
Total stockholders' equity 824,099 710,309
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Total liabilities and stockholders' equity $2,843,515 $2,089,023
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