UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 29, 2004
EMCOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-2315 11-2125338
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
301 Merritt Seven Corporate Park
Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) 203-849-7800
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release dated April 29, 2004
Item 12. Results of Operations and Financial Condition
On April 29, 2004, EMCOR Group, Inc. issued a press release disclosing the
results of operations for the fiscal 2004 first quarter ended March 31, 2004. A
copy of this press release is attached as Exhibit 99.1.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued by EMCOR Group, Inc.
on April 29, 2004
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,
Chief Executive Officer and President
Date: April 29, 2004
EMCOR GROUP, INC. REPORTS 2004 FIRST QUARTER RESULTS
NORWALK, CONNECTICUT, April 29, 2004 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the first quarter ended March 31, 2004.
Net income for the 2004 first quarter was $5.7 million, or $0.37 per diluted
share, compared with net income of $3.3 million, or $0.21 per diluted share, in
the first quarter of 2003. Revenues in the first quarter of 2004 totaled $1.11
billion versus revenues of $1.06 billion in the year ago period, representing
organic growth of 4.5%.
The Company reported an operating loss for the first quarter of 2004 of $5.0
million, including restructuring expenses, compared to operating income of $7.6
million in the first quarter of last year. Selling, general and administrative
expenses ("SG&A") for the 2004 first quarter were $101.0 million, or 9.1% of
revenues, versus $109.2 million, or 10.3% of revenues a year ago.
Included in the Company's 2004 first quarter results are approximately $5.2
million in restructuring expenses, primarily related to its recently announced
management realignment and related initiatives, and a $9.6 million reversal of
income tax reserves no longer required based on a current analysis of probable
exposures. The effective income tax rate applicable for the 2004 first quarter
was 42.0% compared to 44.0% for the 2003 first quarter.
The Company's contract backlog at March 31, 2004, was $3.08 billion, compared to
$3.09 billion at the end of the first quarter of 2003. The Company's backlog
reflects a planned reduction in construction projects undertaken as the Company
continues to conserve capacity in advance of an anticipated recovery in the
private sector market. The reduction in construction related backlog was mostly
offset by a backlog increase in the Company's facilities services business.
- MORE -
EMCOR Announces 2004 First Quarter Results Page 2
Frank T. MacInnis, Chairman and CEO of EMCOR Group, stated, "As we last
reported, we are optimistic that a generally improving economy, combined with
the restructuring actions we have taken, should lift EMCOR's prospects for 2004,
particularly in the second half of the year. While our first quarter results
reflect both the ongoing impact of public sector work on our overall
profitability and the expected typical seasonal slowness in discretionary, small
project work, we see increases in revenues and backlog levels within our
facilities services operations, as we continue to win business in this growing
market. While new management at our UK operations has made good progress in
turning this business around, the UK business generated a small loss for the
quarter. We continue to evaluate our options regarding all or part of these
operations."
Mr. MacInnis added, "Against the current market backdrop, we remained focused on
controlling our cost structure and managing our working capital. As a result of
our efforts, we were able to lower SG&A expense by 7.5% in the first quarter as
compared to the first quarter of 2003. We also maintained our financial
strength, reducing our ratio of debt to total capitalization to 18.5%."
Mr. MacInnis concluded, "As we move into the second quarter, we are beginning to
see more evidence of improving market dynamics, particularly in the area of
discretionary, small project spending, which has contributed positively to our
results in the past. EMCOR is well positioned to benefit from improvements in
this market, as we enter the seasonally stronger warmer months. Assuming a
continued recovery in the overall economy, we believe that demand for larger
private sector capital projects will gradually improve during the second half of
the year. Given these dynamics, we continue to expect revenues to be between
$4.3 and $4.4 billion for 2004, while 2004 earnings per share on a diluted basis
are now expected to be between $2.15 and $2.75. This increase in anticipated
GAAP earnings reflects tax accrual adjustments reported in the first quarter,
together with 2004 actual and anticipated restructuring charges of $6.0 million.
Our expectations for the financial results for our construction and facilities
services operations remain unchanged from our previous guidance."
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 first quarter conference call will be available live via Internet
broadcast today, Thursday, April 29, at 10:30 AM Eastern Time. You can access
the live call through the Home Page of the Company's Web site at
www.emcorgroup.com.
MORE -
EMCOR Announces 2004 First 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, 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 2003 Form 10-K, its
Form 10-Q for the first quarter ended March 31, 2004, 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 Quarters Ended
March 31,
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2004 2003
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Revenues $1,109,086 $1,061,030
Cost of sales 1,007,923 944,261
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Gross profit 101,163 116,769
Selling, general and administrative expenses 101,001 109,175
Restructuring expenses 5,179 --
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Operating (loss) income (5,017) 7,594
Interest expense, net (1,678) (1,802)
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(Loss) income before income taxes (6,695) 5,792
Income tax (benefit) provision (12,412) 2,536
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Net income $ 5,717 $ 3,256
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Basic earnings per share $ 0.38 $ 0.22
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Diluted earnings per share $ 0.37 $ 0.21
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Weighted average shares of
Common Stock outstanding:
Basic 15,057,308 14,925,551
Diluted 15,462,941 15,441,581
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 2004 Dec. 31,
(Unaudited) 2003
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ASSETS
Current assets:
Cash and cash equivalents $ 52,996 $ 78,260
Accounts receivable, net 1,042,265 1,009,170
Costs and estimated earnings in excess of billings
on uncompleted contracts 238,266 249,393
Inventories 10,083 9,863
Prepaid expenses and other 43,153 42,470
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Total current assets 1,386,763 1,389,156
Investments, notes, and other long-term receivables 25,908 26,452
Property, plant & equipment, net 62,843 66,156
Goodwill 279,304 277,994
Identifiable intangible assets, net 21,365 22,226
Other assets 13,157 13,263
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Total assets $1,789,340 $1,795,247
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ 118,400 $ 139,400
Current maturities of long-term debt and capital
lease obligations 312 367
Accounts payable 444,959 451,713
Billings in excess of costs and estimated earnings
on uncompleted contracts 377,824 345,207
Accrued payroll and benefits 127,949 131,623
Other accrued expenses and liabilities 95,231 110,147
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Total current liabilities 1,164,675 1,178,457
Long-term debt and capital lease obligations 536 561
Other long-term obligations 97,977 94,873
Total stockholders' equity 526,152 521,356
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Total liabilities and stockholders' equity $1,789,340 $1,795,247
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