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
EMCOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported) April 24, 2003
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)
203-849-7800
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release dated April 24, 2003
Item 9. Regulation FD Disclosure (Information provided under Item 12)
On April 24, 2003, EMCOR Group, Inc. issued a press release disclosing the
results of operations for its fiscal 2003 first quarter ended March 31, 2003. A
copy of this press release, attached as Exhibit 99.1, is furnished under Item 9.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued by EMCOR Group, Inc.
on April 24, 2003
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, thereunto 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
Date: April 24, 2003
EMCOR GROUP, INC. REPORTS 2003 FIRST QUARTER RESULTS
-- Revenue & Backlog Reach Record Levels --
-- Organic Revenue Growth Exceeds 6% for Quarter --
-- $0.21 per Diluted Share Matches Recent Guidance --
NORWALK, CONNECTICUT, April 24, 2003 - EMCOR Group, Inc. (NYSE: EME) today
reported first quarter results.
Net income for the first quarter of 2003 was $3.3 million, or $0.21 per diluted
share, directly in line with recent market guidance, compared with net income of
$7.3 million, or $0.47 per diluted share, in the first quarter of 2002. Revenues
for the 2003 first quarter were $1.1 billion, an increase of 30.9% over revenues
of $810.3 million in the year ago period. 2003 first quarter revenue levels
reflect organic revenue growth of more than 6%.
For the 2003 first quarter, gross profit rose 30.6% to $116.8 million from $89.4
million in the first quarter of last year. Gross profit as a percentage of
revenues was 11.0% in the first quarter of 2003, level with the year-ago period.
For the first quarter of 2003 the Company reported operating income of $7.6
million, versus operating income of $12.5 million in the first quarter of 2002.
Operating income as a percentage of revenues was 0.7% versus 1.5% a year ago.
On March 1, 2002, the Company acquired 19 companies from Comfort Systems USA,
Inc. On December 19, 2002, the Company acquired Consolidated Engineering
Services, Inc. ("CES"). These acquired companies contributed an aggregate of
$200.6 million in revenues and $0.2 million in operating income to the Company's
2003 first quarter results and represented substantially all of the $32.3
million, or 42% increase in Selling, General and Administrative expense over the
year-ago period.
The Company's backlog of construction and facilities management contracts as of
March 31, 2003 was a record $3.1 billion, an increase of 23% compared with
backlog of $2.5 billion on March 31, 2002 and up from $2.9 billion at the end of
December 2002. EMCOR's backlog at the end of March reflects year over year
organic growth of 16%, as well as $166 million of backlog derived from the
acquisition of CES.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, stated, "We are pleased with
our first quarter results, especially considering the important transition
taking place in our Company. We experienced typical seasonal patterns, enhanced
by the difficult economic environment and the intense level of integration
efforts related to the CES acquisition."
Mr. MacInnis added, "However, the quarter also demonstrated the strength of our
business model, as demonstrated by the growth in organic revenue and backlog,
both of which surpassed our expectations. In addition, the benefits of EMCOR's
diversity model were apparent, notably in our facilities services businesses
which demonstrated solid growth in revenue and profitability that offset
seasonal slowdowns in our traditional construction businesses. The Facilities
business is good: today we announced the award by British Airways of a
three-year contract as the airline's single-source provider of facilities
management services for most of its UK property portfolio, including Heathrow
and Gatwick Airports. This award exemplifies the versatility of EMCOR's
diversity model, in this case helping us to build on an already strong 11-year
relationship with the leading international air carrier."
Mr. MacInnis concluded, "As we've stated in the past, our focus for the first
half of 2003 will be on the successful integration of our recent acquisition of
CES and our EMCOR Facilities Services business. While these efforts are
generating an expected temporary increase in costs, once completed they will
enable EMCOR Group to provide a nationwide delivery system for a broad range of
sophisticated facilities services, a $1 billion base business from which to
drive revenue growth and operational leverage. To date, the integration has
proceeded smoothly, and we continue to expect this process to be largely
completed in the first half of 2003. Given our current outlook, we continue to
expect revenues for the 2003 full-year period of between $4.4 billion and $4.6
billion, and diluted earnings per share for 2003 of between $4.25 and $4.60."
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 24, 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.
This release may include "forward looking statements." These statements are
based on certain assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate. Such
statements are subject to a number of assumptions, risks and uncertainties,
general economic and business conditions, business opportunities that may be
presented to and pursued by the Company and other factors, many of which are
beyond the control of the Company. Actual results may differ materially from
those anticipated in the statements.
-FINANCIAL TABLES FOLLOW-
EMCOR GROUP, INC.
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except share and per share information)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters Ended
March 31,
----------------------
2003 2002
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Revenues $1,061,030 $810,299
Cost of sales 944,261 720,913
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Gross profit 116,769 89,386
Selling, general and administrative expenses 109,175 76,855
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Operating income 7,594 12,531
Interest (expense) income, net (1,802) 417
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Income before income taxes 5,792 12,948
Income tax provision 2,536 5,697
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Net income $ 3,256 $ 7,251
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Basic earnings per share $ 0.22 $ 0.49
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Diluted earnings per share $ 0.21 $ 0.47
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Weighted average shares of
Common Stock outstanding:
Basic 14,925,551 14,828,537
Diluted 15,441,581 15,410,740
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 2003 December 31,
(Unaudited) 2002
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ASSETS
Cash and cash equivalents $ 55,875 $ 93,103
Accounts receivable, net 927,320 964,968
Costs and estimated earnings in excess of
billings on uncompleted contracts 270,805 235,809
Inventories 11,720 12,271
Prepaid expenses and other 31,983 28,784
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Total current assets 1,297,703 1,334,935
Investments, notes, and other long-term
receivables 25,800 24,642
Property, plant & equipment, net 69,818 70,750
Goodwill 293,408 290,412
Identifiable intangible assets, net 12,970 13,845
Other assets 20,743 23,907
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Total assets $1,720,442 $1,758,491
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ 144,945 $ 112,000
Current maturities of long-term debt and
capital lease obligations 22,400 22,276
Accounts payable 350,562 409,562
Billings in excess of costs and estimated
earnings on uncompleted contracts 370,041 363,092
Accrued payroll and benefits 124,385 159,416
Other accrued expenses and liabilities 121,785 113,529
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Total current liabilities 1,134,118 1,179,875
Long-term debt and capital lease obligations 740 905
Other long-term obligations 89,734 87,841
Total stockholders' equity 495,850 489,870
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Total liabilities and stockholders' equity $1,720,442 $1,758,491
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