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) April 27, 2006
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
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(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 April 27, 2006, EMCOR Group, Inc. issued a press release disclosing
results of operations for the fiscal 2006 first quarter ended March 31, 2006. 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 April 27, 2006
disclosing results of operations for the fiscal 2006 first
quarter ended March 31, 2006.
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: April 27, 2006
Exhibit 99.1
EMCOR GROUP, INC. REPORTS 2006 FIRST QUARTER RESULTS
- First quarter income from continuing operations increases over 200% -
- Revenue, contract backlog post gains -
NORWALK, CONNECTICUT, April 27, 2006 - EMCOR Group, Inc. (NYSE: EME) today
reported results for the first quarter ended March 31, 2006. The Company's
financial results for the quarter have been adjusted to reflect its 2-for-1
stock split, effective February 10, 2006.
For the first quarter of 2006, the Company reported income from continuing
operations of $7.6 million, or $0.24 per diluted share, more than three times
its income from continuing operations of $2.0 million, or $0.06 per diluted
share, in the first quarter of 2005. Including a loss from discontinued
operations of $0.6 million, or $0.02 per diluted share, net income for the first
quarter of 2006 was $7.0 million, or $0.22 per diluted share, compared to net
income of $1.9 million, or $0.06 per diluted share (which included a loss from
discontinued operations of $0.1 million, or ($0.00) per diluted share) in the
first quarter of 2005. The Company's results for the 2006 first quarter also
include expenses related to its adoption of FAS 123(R) (Accounting for
Stock-Based Compensation) of $0.4 million, or $0.01 per diluted share, which
were not present in the year ago period. In the first quarter of 2006, the
Company reported revenues of $1.15 billion, an increase of 6.2% over the first
quarter of 2005.
Operating income for the 2006 first quarter was $12.3 million, versus operating
income in the first quarter of 2005 of $5.7 million (including $1.2 million of
restructuring expenses primarily related to the Company's Canadian and UK
operations), an increase of 115.4%. Excluding the impact of restructuring
expenses in the 2005 first quarter, operating income rose 78.8%. As a percentage
of revenue, operating income improved to 1.1% in the first quarter of 2006 from
0.5% a year ago. Selling, general and administrative (SG&A) expenses for the
first quarter of 2006 were $102.5 million, compared to $92.3 million for the
2005 first quarter, reflecting higher compensation expense as a result of the
Company's improved profitability, increased overall SG&A levels related to
higher revenue in the period and the previously mentioned expenses related to
FAS 123(R).
Contract backlog as of March 31, 2006 was $2.82 billion, compared to $2.76
billion at December 31, 2005, and $2.72 billion at March 31, 2005. Private
sector commercial backlog represented 37% of total backlog at March 31, 2006,
versus 27% at March 31, 2005.
Frank T. MacInnis, Chairman and CEO of EMCOR Group, commented, "Our solid first
quarter results reflect the benefits of the actions we have taken to better
align our resources to the growth in demand for our services within the private
sector. During the quarter, our backlog of private sector commercial work
surpassed the $1 billion mark for the first time, reflecting the steps we've
taken to ensure our ability to participate in a recovery within this segment. At
the same time, we saw profitable results across all our businesses, including
both our Canadian and U.K. operations."
Mr. MacInnis continued, "A primary focus of EMCOR Group over the past several
years has been the development of our U.S. facilities services business, where
the benefits of market leadership include the ability to perform profitably
during all stages of the market cycle. In the first quarter of 2006, we saw
facilities services revenues rise by approximately 20% from year ago levels,
driven primarily by organic growth. As more companies recognize the value and
benefits of outsourcing their facilities services management needs, we expect to
see continued strong performance and growth within this business."
Mr. MacInnis concluded, "We are pleased with the performance of our operations
and expect to see a continuation of these trends as we move through the year.
Overall, based on current market conditions, we continue to expect to generate
revenues of between $4.9 billion and $5.1 billion in 2006, resulting in diluted
earnings per share for the year of between $1.54 and $1.90, including $0.06 per
diluted share in expenses related to the Company's adoption of FAS 123(R)
(Accounting for Stock-Based Compensation)."
EMCOR Group, Inc. is a Fortune 500(R) 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 first quarter conference call will be available live via Internet
broadcast today, Thursday, April 27, 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.
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 2005 Form 10-K, its
Form 10-Q for the first quarter ended March 31, 2006, 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.
EMCOR GROUP, INC.
FINANCIAL HIGHLIGHTS
(In thousands, except share and per share information)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended
March 31,
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2006 2005
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Revenues $1,151,077 $1,083,755
Cost of sales 1,036,244 984,553
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Gross profit 114,833 99,202
Selling, general and administrative expenses 102,506 92,307
Restructuring expenses -- 1,171
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Operating income 12,327 5,724
Interest income (expense) 238 (1,640)
Minority interest (256) (865)
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Income from continuing operations before income
taxes 12,309 3,219
Income tax provision 4,676 1,185
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Income from continuing operations 7,633 2,034
Loss from discontinued operations, net of income
taxes (620) (121)
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Net income $ 7,013 $ 1,913
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Basic earnings per share-continuing operations $ 0.24 $ 0.07
Basic earnings per share-discontinued operations (0.02) (0.01)
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$ 0.22 $ 0.06
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Diluted earnings per share-continuing operations $ 0.24 $ 0.06
Diluted earnings per share-discontinued operations (0.02) (0.00)
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$ 0.22 $ 0.06
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Weighted average shares of Common stock outstanding:
Basic 31,314,293 30,706,462
Diluted 32,274,728 31,398,976
EMCOR GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 2006 December 31,
(Unaudited) 2005
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ASSETS
Current assets:
Cash and cash equivalents $ 91,144 $ 103,785
Accounts receivable, net 1,066,577 1,046,380
Costs and estimated earnings in excess of billings
on uncompleted contracts 178,695 185,634
Inventories 9,583 10,175
Prepaid expenses and other 41,696 43,829
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Total current assets 1,387,695 1,389,803
Investments, notes and other long-term receivables 25,138 28,659
Property, plant & equipment, net 47,389 46,443
Goodwill 283,039 283,412
Identifiable intangible assets, net 16,197 16,990
Other assets 13,309 13,634
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Total assets $1,772,767 $1,778,941
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under working capital credit line $ -- $ --
Current maturities of long-term debt and capital
lease obligations 616 551
Accounts payable 427,390 452,709
Billings in excess of costs and estimated earnings
on uncompleted contracts 353,049 330,235
Accrued payroll and benefits 125,179 154,276
Other accrued expenses and liabilities 99,375 107,545
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Total current liabilities 1,005,609 1,045,316
Long-term debt and capital lease obligations 1,330 1,406
Other long-term obligations 136,812 116,783
Total stockholders' equity 629,016 615,436
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Total liabilities and stockholders' equity $1,772,767 $1,778,941
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