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8-K - FORM 8-K - EMCOR Group, Inc.eme-2013930x8k.htm

 
EXHIBIT 99.1


FOR:
 
EMCOR GROUP, INC.
News Release
 
 
CONTACT:
 
R. Kevin Matz
Executive Vice President
Shared Services
(203) 849-7938
 
 
 
 
 
FTI Consulting, Inc.
Investors: Nathan Elwell / Matt Steinberg
(212) 850-5600
 
 
 
 
 
Linden Alschuler & Kaplan, Inc.
Media: Lisa Linden / Mollie Fullington
212-575-4545 / 917-346-6123
EMCOR GROUP, INC. REPORTS THIRD QUARTER 2013 RESULTS
 
 - Total Backlog Remains Strong at $3.39 Billion -
 - Quarter Three Operating Cash Flow - $120.3 Million -
 - Creates U.S. Industrial Services Segment, Includes Ohmstede and RepconStrickland -

NORWALK, CONNECTICUT, October 24, 2013 - EMCOR Group, Inc. (NYSE: EME) today reported results for the third quarter ended September 30, 2013.

For the third quarter of 2013, net income attributable to EMCOR was $26.7 million, or $0.39 per diluted share. Excluding several one-time charges discussed below, non-GAAP net income was $32.6 million, or $0.48 per diluted share, compared to non-GAAP net income of $41.7 million, or $0.62 per diluted share, in the third quarter of 2012. Revenues in the third quarter of 2013 totaled $1.63 billion, compared to revenues of $1.61 billion in the year ago period.

Operating income for the third quarter of 2013 was $54.1 million, or 3.3% of revenues, which included operating losses and expenses aggregating approximately $3.9 million (including restructuring expenses of $1.9 million) primarily relating to the Company's decision to withdraw from the UK construction market. Additionally, included in the quarter's operating income were transaction expenses of $4.7 million associated with the Company's acquisition of RepconStrickland, Inc. Excluding these losses and expense items, the Company's non-GAAP operating income for the third quarter of 2013 was $62.7 million, or 3.9% of revenues, compared to non-GAAP operating income in the 2012 third quarter of $71.4 million, or 4.6% of revenues, as adjusted for 2012 UK construction operating losses.

Please see the attached tables for a reconciliation of non-GAAP operating income, non-GAAP net income and non-GAAP diluted earnings per share to the comparable GAAP figures.

Selling, general and administrative expenses were $149.7 million, or 9.2% of revenues including $4.7 million of transaction expenses referenced above in the third quarter of 2013, compared to $134.5 million, or 8.4% of revenues, in the year ago period.

The Company's income tax rate as reported in the 2013 third quarter was 46.4%, compared to an income tax rate of 40.5% in the year ago period.

 – MORE –



EMCOR Reports Third Quarter Results
 Page 2

Backlog as of September 30, 2013 was $3.39 billion, an increase of 0.3% from $3.38 billion at the end of the 2012 third quarter. Led by backlog growth in the transportation sector, combined with backlog growth in the water/wastewater and commercial sectors, EMCOR achieved modest backlog growth that more than offset backlog declines in the institutional, industrial and healthcare sectors. Backlog growth of $58 million for the quarter in the Company's domestic operations more than offset a backlog decline of $47 million related to the Company's decision to withdraw from the UK construction market. Total backlog increased 0.5% from $3.37 billion on December 31, 2012.

Following the acquisition of RepconStrickland in July 2013, to provide additional clarity and to reflect changes in its internal reporting regarding its organizational structure, EMCOR has divided its United States facilities services group into two separate segments. The operations that provide mobile mechanical services, site-based services and government services will now be in the segment known as “United States building services.” The operations that provide industrial maintenance and services for refineries and petrochemical plants will now be in the segment known as “United States industrial services.” This segment will include the businesses of Ohmstede, Redman Equipment and RepconStrickland.

Tony Guzzi, President and Chief Executive Officer of EMCOR Group commented, “We continued to execute our strategic initiatives as we operate in a slowly recovering non-residential construction market and under the overhang of sequestration. We produced solid growth in our U.S. electrical construction segment, with increased backlog. We were able to drive improved performance in our U.S. mechanical construction segment, despite lingering challenges from two projects that we outlined in our second quarter earnings conference call. Our new building services segment recorded a strong quarter, led by mobile mechanical and site-based services performance and higher margin work. However, as anticipated, the businesses in our industrial services segment could not replicate their unprecedented strong performance from last year, which related to three large non-recurring turnaround and repair projects performed in quarter three 2012. During the quarter ended September 30, 2013, we continued to feel the impact of sequestration on our government-related projects. The slowdown of government contract work, combined with the timing issues associated with IDIQ awards, will continue to hinder our near-term performance. We believe that many of the issues relating to sequestration will be resolved eventually. In the meantime, we are focused on factors within our control and are taking actions to optimize our operating performance and ensure we are well positioned to drive future growth.”

Mr. Guzzi continued, As we look to the long-term, we are making significant progress to improve the strength and profitability of the Company. We completed the acquisition of RepconStrickland in late July and have made significant progress with its integration. Our customers have been very pleased with the combination of our businesses, and we look forward to our new U.S. industrial services segment making meaningful contributions in the years to come. Also, our efforts to exit the UK construction business are progressing well.”

Mr. Guzzi concluded, From a financial standpoint, we are pleased with the strength of our balance sheet, supported by robust operating cash flows. However, the effects of less than expected 2013 revenue growth, combined with sequestration and the recent government shutdown, are expected to impact our fourth quarter results. Therefore, we are adjusting our 2013 full-year guidance to reflect these issues. Going forward, while we continue to operate in an economic environment that remains challenging and unpredictable, we are optimistic that the non-residential market should improve in 2014. Further, we executed several critical initiatives and acquisitions that will likely drive earnings growth in 2014.

 – MORE –



EMCOR Reports Third Quarter Results
 Page 3

Revenues for the first nine months of 2013 totaled $4.75 billion, slightly higher compared to $4.73 billion for the first nine months of 2012.

Net income attributable to EMCOR for the first nine months of 2013 was $77.9 million, or $1.14 per diluted share. Excluding losses associated with the withdrawal from the UK construction market, transaction expenses associated with the acquisition of RepconStrickland and restructuring expenses in the first nine months of 2013, non-GAAP net income was $99.7 million, or $1.46 per diluted share, compared to non-GAAP net income of $103.8 million, or $1.53 per diluted share, in the year ago period as adjusted for 2012 UK construction losses.

Operating income in the first nine months of 2013 was $141.5 million, or 3.0% of revenues. Excluding the items mentioned in the immediately preceding paragraph, non-GAAP operating income for the 2013 nine-month period was $170.5 million, or 3.6% of revenues, compared to non-GAAP operating income of $175.9 million, or 3.8% of revenues, in the prior year period.

Please see the attached tables for a reconciliation of non-GAAP operating income, non-GAAP net income and non-GAAP diluted earnings per share to the comparable GAAP figures

For the first nine months of 2013, SG&A totaled $427.9 million, or 9.0% of revenues, compared to $406.7 million, or 8.6% of revenues, in the first nine months of 2012.

The Company noted that, based on the current size and mix of its backlog and assuming the continuation of current market conditions, it now expects to generate revenues in 2013 of approximately $6.45 billion, and now expects non-GAAP diluted earnings per share for 2013 of $2.10 to $2.25, excluding the above-mentioned expenses associated with the withdrawal from the UK construction market, transaction expenses from the RepconStrickland acquisition and restructuring expenses. Including these items, the Company expects to generate GAAP diluted earnings per share of $1.75 to $1.90.

EMCOR Group, Inc. is a Fortune 500 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 24, 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 Reports Third Quarter Results
 Page 4

    
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 2012 Form 10-K 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.


 – MORE –



EMCOR GROUP, INC.
FINANCIAL HIGHLIGHTS
(In thousands, except share and per share information)
(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Revenues
 
$
1,629,067

 
$
1,606,242

 
$
4,754,221

 
$
4,734,798

Cost of sales
 
1,422,757

 
1,402,994

 
4,175,238

 
4,156,893

Gross profit
 
206,310

 
203,248

 
578,983

 
577,905

Selling, general and administrative expenses
 
149,722

 
134,477

 
427,855

 
406,656

Restructuring expenses
 
2,466

 
145

 
9,642

 
145

Operating income
 
54,122

 
68,626

 
141,486

 
171,104

Interest expense
 
(2,352
)
 
(1,807
)
 
(5,978
)
 
(5,460
)
Interest income
 
235

 
381

 
862

 
1,165

Income before income taxes
 
52,005

 
67,200

 
136,370

 
166,809

Income tax provision
 
23,112

 
26,890

 
55,285

 
64,711

Net income including noncontrolling interests
 
28,893

 
40,310

 
81,085

 
102,098

Less: Net income attributable to noncontrolling interests
 
(2,203
)
 
(729
)
 
(3,214
)
 
(1,924
)
Net income attributable to EMCOR Group, Inc.
 
$
26,690

 
$
39,581

 
$
77,871

 
$
100,174

 
 
 
 
 
 
 
 
 
Basic earnings per common share
 
$
0.40

 
$
0.59

 
$
1.16

 
$
1.50

Diluted earnings per common share
 
$
0.39

 
$
0.59

 
$
1.14

 
$
1.48

 
 
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 

 
 
 
 
 
 
   Basic
 
67,174,848

 
66,568,318

 
67,127,149

 
66,667,681

   Diluted
 
68,163,701

 
67,511,707

 
68,119,740

 
67,717,704

 
 
 
 
 
 
 
 
 
Dividends declared per common share
 
$
0.06

 
$

 
$
0.12

 
$
0.15






















EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 
 
September 30,
2013
(Unaudited)
 
December 31,
2012
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
444,037

 
$
605,303

Accounts receivable, net
 
1,286,237

 
1,221,956

Costs and estimated earnings in excess of billings on uncompleted contracts
 
110,241

 
93,061

Inventories
 
42,724

 
50,512

Prepaid expenses and other
 
85,247

 
73,621

Total current assets
 
1,968,486

 
2,044,453

Investments, notes and other long-term receivables
 
5,865

 
4,959

Property, plant & equipment, net
 
123,138

 
116,631

Goodwill
 
829,316

 
566,588

Identifiable intangible assets, net
 
550,785

 
343,748

Other assets
 
29,169

 
30,691

Total assets
 
$
3,506,759

 
$
3,107,070

LIABILITIES AND EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Borrowings under revolving credit facility
 
$

 
$

Current maturities of long-term debt and capital lease obligations
 
1,882

 
1,787

Accounts payable
 
479,604

 
490,621

Billings in excess of costs and estimated earnings on uncompleted contracts
 
390,606

 
383,527

Accrued payroll and benefits
 
241,181

 
224,555

Other accrued expenses and liabilities
 
178,743

 
194,029

Total current liabilities
 
1,292,016

 
1,294,519

Borrowings under revolving credit facility
 
400,000

 
150,000

Long-term debt and capital lease obligations
 
3,195

 
4,112

Other long-term obligations
 
376,347

 
301,260

Total liabilities
 
2,071,558

 
1,749,891

Equity:
 
 

 
 

Total EMCOR Group, Inc. stockholders’ equity
 
1,422,188

 
1,346,080

Noncontrolling interests
 
13,013

 
11,099

Total equity
 
1,435,201

 
1,357,179

Total liabilities and equity
 
$
3,506,759

 
$
3,107,070












EMCOR GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2013 and 2012
(In thousands) (Unaudited)

 
 
2013
 
2012
Cash flows - operating activities:
 
 
 
 
Net income including noncontrolling interests
 
$
81,085

 
$
102,098

Depreciation and amortization
 
25,907

 
22,577

Amortization of identifiable intangible assets
 
21,317

 
22,336

Deferred income taxes
 
(666
)
 
949

Excess tax benefits from share-based compensation
 
(1,267
)
 
(5,636
)
Equity income from unconsolidated entities
 
(880
)
 
(628
)
Other non-cash items
 
1,860

 
3,753

Distributions from unconsolidated entities
 
634

 
867

Changes in operating assets and liabilities, excluding the effect of businesses acquired
 
(59,943
)
 
(103,285
)
Net cash provided by operating activities
 
68,047

 
43,031

Cash flows - investing activities:
 
 

 
 

Payments for acquisitions of businesses, net of cash acquired, and related contingent consideration agreement
 
(448,943
)
 
(20,613
)
Proceeds from sale of property, plant and equipment
 
1,171

 
1,830

Purchase of property, plant and equipment
 
(24,006
)
 
(29,356
)
Purchase of short-term investments
 

 
(22,433
)
Maturity of short-term investments
 
4,616

 
22,490

Net cash used in investing activities
 
(467,162
)
 
(48,082
)
Cash flows - financing activities:
 
 

 
 

Proceeds from revolving credit facility
 
250,000

 

Repayments of long-term debt
 
(6
)
 
(38
)
Repayments of capital lease obligations
 
(1,256
)
 
(1,654
)
Dividends paid to stockholders
 
(8,052
)
 
(9,988
)
Repurchase of common stock
 
(4,998
)
 
(23,912
)
Proceeds from exercise of stock options
 
2,320

 
2,953

Payments to satisfy minimum tax withholding
 
(927
)
 
(1,654
)
Issuance of common stock under employee stock purchase plan
 
2,088

 
1,913

Payments for contingent consideration arrangements
 
(537
)
 
(5,748
)
Distributions to noncontrolling interests
 
(1,300
)
 
(1,600
)
Excess tax benefits from share-based compensation
 
1,267

 
5,636

Net cash provided by (used in) financing activities
 
238,599

 
(34,092
)
Effect of exchange rate changes on cash and cash equivalents
 
(750
)
 
2,201

Decrease in cash and cash equivalents
 
(161,266
)
 
(36,942
)
Cash and cash equivalents at beginning of year
 
605,303

 
511,322

Cash and cash equivalents at end of period
 
$
444,037

 
$
474,380











EMCOR GROUP, INC.
SEGMENT INFORMATION
(In thousands) (Unaudited)

 
 
For the three months ended September 30,
 
 
2013
 
2012
Revenues from unrelated entities:
 
 
 
 
United States electrical construction and facilities services
 
$
340,529

 
$
318,960

United States mechanical construction and facilities services
 
616,403

 
593,448

United States building services
 
457,777

 
444,510

United States industrial services
 
110,879

 
125,412

Total United States operations
 
1,525,588

 
1,482,330

United Kingdom construction and facilities services
 
103,479

 
123,912

Total worldwide operations
 
$
1,629,067

 
$
1,606,242

 
 
 
 
 
 
 
For the nine months ended September 30,
 
 
2013
 
2012
Revenues from unrelated entities:
 
 

 
 

United States electrical construction and facilities services
 
$
984,443

 
$
905,343

United States mechanical construction and facilities services
 
1,741,483

 
1,794,268

United States building services
 
1,361,392

 
1,341,940

United States industrial services
 
335,358

 
288,605

Total United States operations
 
4,422,676

 
4,330,156

United Kingdom construction and facilities services
 
331,545

 
404,642

Total worldwide operations
 
$
4,754,221

 
$
4,734,798




























EMCOR GROUP, INC.
SEGMENT INFORMATION
(In thousands) (Unaudited)
 
 
 
For the three months ended September 30,
 
 
2013
 
2012
Operating income (loss):
 
 
 
 
United States electrical construction and facilities services
 
$
23,971

 
$
22,146

United States mechanical construction and facilities services
 
27,421

 
30,359

United States building services
 
23,285

 
17,690

United States industrial services
 
307

 
11,129

Total United States operations
 
74,984

 
81,324

United Kingdom construction and facilities services
 
1,136

 
1,646

Corporate administration
 
(19,532
)
 
(14,199
)
Restructuring expenses
 
(2,466
)
 
(145
)
Total worldwide operations
 
54,122

 
68,626

Other corporate items:
 
 

 
 
Interest expense
 
(2,352
)
 
(1,807
)
Interest income
 
235

 
381

Income before income taxes
 
$
52,005

 
$
67,200

 
 
 
 
 
 
 
For the nine months ended September 30,
 
 
2013
 
2012
Operating income (loss):
 
 

 
 

United States electrical construction and facilities services
 
$
68,147

 
$
68,121

United States mechanical construction and facilities services
 
56,809

 
82,688

United States building services
 
52,928

 
33,653

United States industrial services
 
26,319

 
22,617

Total United States operations
 
204,203

 
207,079

United Kingdom construction and facilities services
 
(2,122
)
 
9,090

Corporate administration
 
(50,953
)
 
(44,920
)
Restructuring expenses
 
(9,642
)
 
(145
)
Total worldwide operations
 
141,486

 
171,104

Other corporate items:
 
 
 
 
Interest expense
 
(5,978
)
 
(5,460
)
Interest income
 
862

 
1,165

Income before income taxes
 
$
136,370

 
$
166,809













EMCOR GROUP, INC.
RECONCILIATION OF 2013 AND 2012 OPERATING INCOME
(In thousands) (Unaudited)

In our press release, we provide actual 2013 and 2012 third quarter and year-to-date September 30, 2013 and 2012 operating income.  The following table provides a reconciliation between 2013 and 2012 operating income based on non-GAAP measures to the most direct comparable GAAP measures.


 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
GAAP operating income
 
$
54,122

 
$
68,626

 
$
141,486

 
$
171,104

Transaction expenses related to the acquisition of RepconStrickland, Inc.
 
4,689

 

 
6,050

 

EMCOR UK construction operating losses
 
2,057

 
2,819

 
13,968

 
4,765

EMCOR UK restructuring expenses
 
1,865

 

 
8,990

 

Non-GAAP operating income, excluding RepconStrickland transaction expenses, UK losses and UK restructuring expenses
 
$
62,733

 
$
71,445

 
$
170,494

 
$
175,869






































EMCOR GROUP, INC.
RECONCILIATION OF 2013 AND 2012 NET INCOME
(In thousands) (Unaudited)

In our press release, we provide actual 2013 and 2012 third quarter and year-to-date September 30, 2013 and 2012 net income attributable to EMCOR Group, Inc.  The following table provides a reconciliation between 2013 and 2012 net income attributable to EMCOR Group, Inc. based on non-GAAP measures to the most direct comparable GAAP measures.

 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
GAAP net income attributable to EMCOR Group, Inc.
 
$
26,690

 
$
39,581

 
$
77,871

 
$
100,174

Transaction expenses related to the acquisition of RepconStrickland, Inc. (1)
 
2,898

 

 
4,256

 

EMCOR UK construction losses (2)
 
1,579

 
2,128

 
10,721

 
3,598

EMCOR UK restructuring expenses (3)
 
1,431

 

 
6,900

 

Non-GAAP net income attributable to EMCOR Group, Inc., excluding RepconStrickland transaction expenses, UK losses and UK restructuring expenses
 
$
32,598

 
$
41,709

 
$
99,748

 
$
103,772


(1) Amount is net of tax effect of $1.8 million in the quarter and in the nine-month period.
(2)  Amount is net of tax effect of $0.5 million in the 2013 quarter and $3.2 million in the 2013 nine-month period.
Amount is net of tax effect of $0.7 million in the 2012 quarter and $1.2 million in the 2012 nine-month period.
(3) Amount is net of tax effect of $0.4 million in the quarter and $2.1 million in the nine-month period.
































EMCOR GROUP, INC.
RECONCILIATION OF 2013 AND 2012 DILUTED EARNINGS PER SHARE FIGURES
(Unaudited)

In our press release, we provide actual 2013 and 2012 third quarter and year-to-date September 30, 2013 and 2012 diluted earnings per share.  The following table provides a reconciliation between 2013 and 2012 EPS based on non-GAAP measures to the most direct comparable GAAP measures.


 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
GAAP diluted earnings per common share
 
$
0.39

 
$
0.59

 
$
1.14

 
$
1.48

Transaction expenses related to the acquisition of RepconStrickland, Inc. (1)
 
0.04

 

 
0.06

 

EMCOR UK construction losses (2)
 
0.02

 
0.03

 
0.16

 
0.05

EMCOR UK restructuring expenses (3)
 
0.02

 

 
0.10

 

Non-GAAP diluted earnings per common share, excluding RepconStrickland transaction expenses, UK losses and UK restructuring expenses
 
$
0.48

 
$
0.62

 
$
1.46

 
$
1.53


(1) Amount is net of tax effect of $1.8 million in the quarter and in the nine-month period.
(2)  Amount is net of tax effect of $0.5 million in the 2013 quarter and $3.2 million in the 2013 nine-month period.
Amount is net of tax effect of $0.7 million in the 2012 quarter and $1.2 million in the 2012 nine-month period.
(3) Amount is net of tax effect of $0.4 million in the quarter and $2.1 million in the nine-month period.





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