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 22, 2004
EMCOR GROUP, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-2315 11-2125338
------------------------------- ---------------- ------------------
(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 July 22, 2004
Item 12. Results of Operations and Financial Condition
On July 22, 2004, EMCOR Group, Inc. issued a press release disclosing the
results of operations for the fiscal 2004 second quarter ended June 30, 2004. A
copy of this press release is attached as Exhibit 99.1.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release issued by EMCOR Group, Inc.
on July 22, 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
---------------------
Frank T. MacInnis
Chairman of the Board of Directors,
Chief Executive Officer and President
Date: July 22, 2004
EMCOR GROUP, INC. REPORTS 2004 SECOND QUARTER RESULTS
- Reiterates 2004 Full-Year Guidance -
NORWALK, CONNECTICUT, July 22, 2004 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the second quarter and six months ended June 30, 2004.
For the 2004 second quarter, net income was $1.4 million, or $0.09 per diluted
share, versus net income of $8.3 million, or $0.53 per diluted share, in the
2003 second quarter. For the second quarter of 2004, the Company reported
revenues of $1.19 billion, compared to $1.14 billion in the second quarter of
last year.
Operating income in the second quarter of 2004 was $4.2 million, versus
operating income of $16.6 million in the second quarter of last year. In the
second quarter of 2004, selling, general and administrative expenses ("SG&A")
were $97.1 million, or 8.1% of revenues, compared to $106.6 million, or 9.3% of
revenues in the same quarter last year.
As of June 30, 2004, the Company's contract backlog was $3.08 billion, versus
$3.15 billion at the end of the 2003 second quarter. EMCOR's backlog evolution
reflects a continuation of its planned reduction in construction projects
undertaken as the Company conserves capacity in preparation for private sector
market recovery.
For the first six months of 2004, the Company reported net income of $7.2
million, or $0.46 per diluted share, versus net income of $11.5 million, or
$0.74 per diluted share, in the first six months of 2003. Revenues for the first
half of 2004 were $2.30 billion, compared with revenues of $2.21 billion in the
first half of last year.
For the first half of 2004, the Company reported an operating loss of $0.8
million, compared with operating income of $24.2 million a year ago.
- MORE -
EMCOR Announces 2004 Second Quarter Results Page 2
Included in the Company's results for the 2004 six-month period are
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
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, "We believe that
EMCOR's performance lags broad economic cycles by about two quarters. As the
second quarter progressed, we began to see signs of a recovery in some of our
markets. Although factors such as continued heightened exposure to the public
sector and reduced demand for small-project discretionary work continued to
adversely affect profitability, the second quarter brought with it the
beginnings of a recovery in private sector work that had not previously been
present in the marketplace. Additionally, efforts taken to improve the
performance of our UK operations have led to improved results compared to the
year ago period."
Mr. MacInnis added, "As market conditions have begun to improve, we're
maintaining our focus on controlling our cost structure and managing working
capital. Despite the increase in first half revenues, we were able to reduce
SG&A costs by 8.9%, year over year, and strong quarterly cash performance
contributed to one of the strongest balance sheets in the industry."
Mr. MacInnis concluded, "We stated early this year that the major defining
factor in EMCOR's performance would be the overall pace of economic recovery. We
are encouraged by the signs of improvement in both our construction and
facilities services markets and we believe that this recovery will build
momentum as we move into the second half of 2004. Going forward, we will
continue to manage our backlog to ensure capacity to take on additional private
sector work and will maintain our focus on cost controls and balance sheet
strength. Given year-to-date revenue performance, we expect full-year revenue
for 2004 to be approximately $4.6 billion and expect 2004 earnings per share on
a diluted basis to be $2.15 and $2.75, which includes the tax accrual
adjustments reported in the first quarter and 2004 actual and anticipated
restructuring charges of approximately $6.0 million, as previously announced."
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 22, 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 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, 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 second quarter ended June 30, 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 Three Months Ended For the Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenues $1,193,213 $1,144,378 $2,302,299 $2,205,408
Cost of sales 1,091,701 1,021,103 2,099,624 1,965,364
---------- ---------- ---------- ----------
Gross profit 101,512 123,275 202,675 240,044
Selling, general and
administrative expenses 97,141 106,638 198,142 215,813
Restructuring expenses 140 0 5,319 0
---------- ---------- ---------- ----------
Operating income (loss) 4,231 16,637 (786) 24,231
Interest expense, net 1,740 1,842 3,418 3,644
---------- ---------- ---------- ----------
Income (loss) before taxes 2,491 14,795 (4,204) 20,587
Income tax provision (benefit) 1,046 6,522 (11,366) 9,058
---------- ---------- ---------- ----------
Net income $ 1,445 $ 8,273 $ 7,162 $ 11,529
========== ========== ========== ==========
Basic earnings per share $ 0.10 $ 0.55 $ 0.47 $ 0.77
========== ========== ========== ==========
Diluted earnings per share $ 0.09 $ 0.53 $ 0.46 $ 0.74
========== ========== ========== ==========
Weighted average shares of Common Stock outstanding:
Basic 15,139,887 14,988,836 15,098,268 14,959,666
Diluted 15,560,982 15,506,799 15,545,759 15,476,662
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, 2004 Dec. 31,
(Unaudited) 2003
------------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 50,219 $ 78,260
Accounts receivable, net 1,066,924 1,009,170
Costs and estimated earnings in excess of billings
on uncompleted contracts 235,093 249,393
Inventories 10,030 9,863
---------- ----------
Prepaid expenses and other 41,023 42,470
Total current assets 1,403,289 1,389,156
Investments, notes, and other long-term receivables 28,404 26,452
Property, plant & equipment, net 62,693 66,156
Goodwill 279,500 277,994
Identifiable intangible assets, net 20,504 22,226
Other assets 13,514 13,263
---------- ----------
Total assets $1,807,904 $1,795,247
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ 119,300 $ 139,400
Current maturities of long-term debt and capital
lease obligations 314 367
Accounts payable 434,576 451,713
Billings in excess of costs and estimated earnings
on uncompleted contracts 408,914 345,207
Accrued payroll and benefits 123,644 131,623
Other accrued expenses and liabilities 94,928 110,147
---------- ----------
Total current liabilities 1,181,676 1,178,457
Long-term debt and capital lease obligations 577 561
Other long-term obligations 98,875 94,873
Total stockholders' equity 526,776 521,356
---------- ----------
Total liabilities and stockholders' equity $1,807,904 $1,795,247
========== ==========
# # #