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 28, 2005
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
(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 28, 2005 EMCOR Group, Inc. issued a press release disclosing
results of operations for the fiscal 2005 second quarter ended June 30, 2005. 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 28, 2005
disclosing results of operations for the fiscal 2005 second
quarter ended June 30, 2005.
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.
By: /s/ Frank T. MacInnis
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Frank T. MacInnis
Chairman of the Board of
Directors and Chief
Executive Officer
Dated: July 28, 2005
Exhibit 99.1
EMCOR GROUP, INC. REPORTS 2005 SECOND QUARTER RESULTS
- Diluted EPS Increases Significantly to $0.50 for the Quarter -
NORWALK, CONNECTICUT, July 28, 2005 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the second quarter and six months ended June 30, 2005.
Net income increased significantly to $7.9 million, or $0.50 per diluted share,
for the second quarter of 2005, compared with net income of $1.4 million, or
$0.09 per diluted share, for the second quarter of 2004. Revenues for the 2005
second quarter were $1.18 billion, compared with $1.19 billion in the second
quarter of 2004.
In the second quarter of 2005, the Company reported operating income of $15.2
million, an increase of over 200%, versus operating income of $4.7 million for
the second quarter a year ago. The Company's improved operating income
performance primarily reflects significantly stronger results across most of
EMCOR's operations primarily as a result of improving market conditions and
solid operational execution. Selling, general and administrative expenses
("SG&A") remained relatively level at $97.9 million for the second quarter of
2005, versus $96.7 million in the second quarter of last year. Results for the
second quarters of 2005 and 2004 include restructuring expenses of $0.3 million
and $0.1 million, respectively.
Contract backlog at June 30, 2005 was $2.72 billion, compared to $3.08 billion a
year ago, and reflects a continuation of the Company's planned reduction of
public sector construction projects undertaken as it conserves capacity to
participate in the recovery of its private sector markets. Backlog remained
constant with levels reported at March 31, 2005.
Net income for the first half of 2005 rose 37.5% to $9.8 million, or $0.62 per
diluted share, compared with net income of $7.2 million, or $0.46 per diluted
share, for the first half of last year. For the 2005 six-month period, revenues
totaled $2.27 billion compared with $2.30 billion a year ago.
- MORE -
EMCOR Announces 2005 Second Quarter Results Page 2
Operating income for the 2005 six-month period was $20.7 million or 0.9% of
revenue, compared with operating income of $0.1 million for the first half of
2004. Included in the 2005 six-month results are restructuring expenses of $1.5
million.
Results for the 2004 six-month period included approximately $5.3 million in
restructuring expenses, primarily related to the Company's previously announced
management realignment and related initiatives and a $9.6 million reversal of
income tax reserves no longer required based on a then current analysis of
probable exposures. Both items were recognized in the Company's 2004 first
quarter results, except for $0.1 million of restructuring expenses in the second
quarter.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, stated, "Over the past
several quarters, we have been taking steps to reduce our operating costs and
position ourselves for the expected recovery of our private sector markets.
These efforts, combined with an improvement in many of the markets in which we
operate, led to strong results for the second quarter of 2005. During the
period, we saw profitability improve across most of our operations, driven by
our market initiatives, and a gradual recovery in demand for higher-margin,
small task discretionary project work. Additionally, we experienced strong
improvement in our UK operations as past restructuring efforts are beginning to
pay dividends. We look for continued positive momentum from our UK business."
Mr. MacInnis continued, "The 2005 second quarter also saw continued solid
execution and growth at our facilities services operations with operating income
increasing to $7.7 million or 73% above the level for the second quarter of
2004. Companies continue to express interest in outsourcing these functions, and
EMCOR, as the premier provider of facilities services, continues to grow and
gain share. Our success in the second quarter serves to reinforce our confidence
in the long-term potential for this business."
Mr. MacInnis concluded, "At the beginning of the year, we expected that our
strategic initiatives to restructure and refocus the business, combined with a
gradual economic recovery, would drive our results in 2005. Our progress to date
supports this, and we expect the recovery we have seen to continue as we move
into the second half of 2005. Bidding activity has increased in many of our
markets, and the recovery in small task project work is encouraging. Cash flow
is strong, evidenced by the generation of approximately $28 million of operating
cash flow in the quarter; combined with our strong balance sheet, we are well
positioned to continue taking advantage of the upswing we are seeing in our
markets. Based on current conditions, we continue to expect revenues in 2005 to
be between $4.4 billion and $4.6 billion, and earnings per share for the year to
be between $2.00 and $2.40."
EMCOR Group, Inc. is a worldwide leader in mechanical and electrical
construction services 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 28, 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.
- MORE -
EMCOR Announces 2005 Second Quarter Results Page 3
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's 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, project 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, mix of business, and risks associated with foreign operations.
Certain of the risks and factors associated with EMCOR's business are also
discussed in the Company's 2004 Form 10-K, its Form 10-Q for the second quarter
ended June 30, 2005, 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,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Revenues $1,180,282 $1,193,213 $2,273,490 $2,302,299
Cost of sales 1,066,876 1,091,701 2,060,001 2,099,624
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Gross profit 113,406 101,512 213,489 202,675
Selling, general and
administrative expenses 97,949 96,690 191,333 197,223
Restructuring expenses 301 140 1,472 5,319
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Operating income 15,156 4,682 20,684 133
Interest expense, net (1,637) (1,740) (3,277) (3,418)
Minority interest (987) (451) (1,852) (919)
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Income (loss) before taxes 12,532 2,491 15,555 (4,204)
Income tax provision (benefit) 4,599 1,046 5,709 (11,366)
---------- ---------- ---------- ----------
Net income $ 7,933 $ 1,445 $ 9,846 $ 7,162
========== ========== ========== ==========
Basic earnings per share $ 0.51 $ 0.10 $ 0.64 $ 0.47
========== ========== ========== ==========
Diluted earnings per share $ 0.50 $ 0.09 $ 0.62 $ 0.46
========== ========== ========== ==========
Weighted average shares of Common stock outstanding:
Basic 15,640,845 15,139,887 15,498,906 15,098,268
Diluted 15,888,580 15,560,982 15,795,902 15,545,759
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, 2005 December 31,
(Unaudited) 2004
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ASSETS
Current assets:
Cash and cash equivalents $ 70,634 $ 59,109
Accounts receivable, net 1,041,338 1,073,454
Costs and estimated earnings in excess of billings
on uncompleted contracts 220,609 240,716
Inventories 8,853 10,580
Prepaid expenses and other 43,683 41,712
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Total current assets 1,385,117 1,425,571
Investments, notes, and other long-term receivables 28,608 26,472
Property, plant & equipment, net 51,828 56,468
Goodwill 279,929 279,432
Identifiable intangible assets, net 17,060 18,782
Other assets 9,380 11,244
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Total assets $1,771,922 $1,817,969
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ 70,000 $ 80,000
Current maturities of long-term debt and capital
lease obligations 756 806
Accounts payable 439,046 467,415
Billings in excess of costs and estimated earnings
on uncompleted contracts 357,164 359,667
Accrued payroll and benefits 123,543 138,771
Other accrued expenses and liabilities 97,503 115,714
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Total current liabilities 1,088,012 1,162,373
Long-term debt and capital lease obligations 1,330 1,332
Other long-term obligations 111,362 91,903
Total stockholders' equity 571,218 562,361
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Total liabilities and stockholders' equity $1,771,922 $1,817,969
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