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8-K - FORM 8-K - EMCOR Group, Inc.eme-20121231x8k.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: Eric Boyriven / Matt Steinberg
(212) 850-5600
 
 
 
 
 
Linden Alschuler & Kaplan, Inc.
Media: Lisa Linden / Mollie Fullington
212-575-4545 / 917-346-6123

EMCOR GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2012 RESULTS

 
 - Revenues Increase 6.2% to $1.61 Billion; Organic Growth of 4.3% -
 - Fourth Quarter Diluted Earnings Per Share from Continuing Operations of $0.68 -
 - Backlog as of December 31, 2012 of $3.37 Billion -
 - Company Announces 2013 Revenue and Diluted EPS Guidance -

NORWALK, CONNECTICUT, February 26, 2013 - EMCOR Group, Inc. (NYSE: EME) today reported results for the fourth quarter ended December 31, 2012.

For the fourth quarter of 2012, net income from continuing operations attributable to EMCOR increased 27.8% to $46.4 million, or $0.68 per diluted share. For the fourth quarter of 2011, net income from continuing operations attributable to EMCOR was $36.3 million, or $0.53 per diluted share. For the fourth quarter of 2011, non-GAAP net income from continuing operations was $38.6 million, or $0.57 per diluted share, excluding a previously announced non-cash impairment charge of $3.8 million, or $0.03 per diluted share after-tax.

Revenues increased 6.2% to $1.61 billion in the fourth quarter of 2012, compared to revenues of $1.52 billion in the year ago period. Organic revenue growth in the 2012 fourth quarter was 4.3%.

For the fourth quarter of 2012, operating income was $78.9 million, or 4.9% of revenues. Operating income for the fourth quarter of 2011, including the above mentioned non-cash impairment charge was $62.4 million, or 4.1% of revenues. Excluding the non-cash impairment charge, the Company's non-GAAP operating income for the fourth quarter of 2011 was $66.2 million, or 4.4% of revenues. The Company recorded restructuring expenses of $0.1 million in the 2011 fourth quarter.

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 $149.6 million, or 9.3% of revenues, in the fourth quarter of 2012, compared to $148.0 million, or 9.7% of revenues, in the year ago period.


 – MORE –



EMCOR Reports Fourth Quarter Results
 Page 2

The Company's income tax rate as reported in the 2012 fourth quarter was 39.8%, compared to an income tax rate of 38.5% in the year ago period.

Backlog as of December 31, 2012 was $3.37 billion, an increase of 1.4% from $3.33 billion at the end of 2011. Domestically, continued strong growth in the industrial sector combined with growth in the institutional sector more than offset declines in the commercial, healthcare, hospitality/gaming, transportation and water/wastewater sectors. Total commercial backlog decreased $20 million, or 2.0%, from year ago levels to $961 million while industrial backlog increased $248 million, or 62.9%, from the year ago period to $643 million. Backlog growth in the Company's domestic operations more than offset a backlog decline related to the Company's efforts to reduce its UK construction operations and focus on its facilities services business in that market. Total aggregate backlog was level compared to September 30, 2012.

Tony Guzzi, President and Chief Executive Officer of EMCOR Group, commented, “The 2012 fourth quarter finished a strong year for us. We generated solid organic growth over a strong year-ago performance and expanded margins through excellent execution and a focus on cost control. Cash generation was strong during the year, and we have both invested in our growth and returned $58 million to our shareholders through our dividend and share repurchase program through the year. Overall, we are very pleased with our performance in what continues to be a challenging and uncertain environment.”

Mr. Guzzi continued, “We continue to have particularly strong performance in our domestic construction operations, driven by organic growth and solid project execution. In facilities services, our turnaround and maintenance services for industrial clients continued to perform well, and we saw modest improvement in mechanical services operations. Our strength domestically offset the performance of our UK operations, where we continued to refocus our operations on facilities services in light of the difficult conditions in the UK construction market.”

Mr. Guzzi concluded, “We delivered excellent results in 2012, and, as we enter 2013, we believe we are well positioned for continued success. Our domestic construction businesses will continue to focus on strong project execution. Our facilities services business has the capacity to meet ongoing demand for turnaround and maintenance work from our industrial customers, and we are well positioned for improvements in our commercial site-based operations. While we have seen some increase in demand, overall economic conditions remain challenging. Bookings have been healthy, but current backlog levels continue to limit our visibility, and the bidding environment remains uneven. As we await a broader economic recovery, our focus will remain on resource management, cost controls and leveraging near-term opportunities.”

For the 2012 full-year period, net income from continuing operations attributable to EMCOR was $146.6 million, or $2.16 per diluted share, compared to $121.7 million, or $1.78 per diluted share. Income from continuing operations for the 2011 full-year period included the above-mentioned impairment charge as well as transaction expenses related to the acquisition of USM of $4.7 million, or $0.06 per diluted share after-tax. Excluding the USM transaction expenses and impairment charge, the Company's non-GAAP net income from continuing operations for the 2011 full-year period was $127.8 million, or $1.87 per diluted share.

Revenues for the 2012 full-year period increased 13.1% to $6.35 billion, compared to $5.61 billion for the 2011 full-year period. Organic revenue growth for the 2012 full-year period was 7.6%.




 – MORE –



EMCOR Reports Fourth Quarter Results
 Page 3

Operating income in the 2012 full-year period was $250.0 million, or 3.9% of revenues, compared to $210.8 million, or 3.8% of revenues, a year ago. Operating income for the 2011 full-year period included the non-cash impairment charge and USM transaction expenses of $4.7 million. Excluding these items, the Company's non-GAAP operating income for the 2011 full-year period was $219.3 million, or 3.9% of revenues. The Company recorded restructuring expenses of $0.1 million in the 2012 full-year period and $1.2 million in the 2011 full-year period.

For the 2012 full-year period, SG&A totaled $556.2 million, or 8.8% of revenues. SG&A for the 2011 full-year period was $518.1 million, or 9.2% of revenues, and included the USM transaction expenses discussed above.

The Company noted that, based on the current size and mix of its backlog and assuming the continuation of current market conditions, it expects to generate revenues in 2013 of approximately $6.5 billion, and diluted earnings per share of between $2.05 and $2.35.

EMCOR Group, Inc. is a Fortune 500 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 fourth quarter conference call will be available live via internet broadcast today, Tuesday, February 26, at 10:30 AM Eastern Standard 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 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 December 31,
 
For the twelve months ended December 31,
 
 
2012
 
2011
 
2012
 
2011
Revenues
 
$
1,611,881

 
$
1,517,962

 
$
6,346,679

 
$
5,613,459

Cost of sales
 
1,383,432

 
1,303,645

 
5,540,325

 
4,879,510

Gross profit
 
228,449

 
214,317

 
806,354

 
733,949

Selling, general and administrative expenses
 
149,586

 
147,957

 
556,242

 
518,121

Restructuring expenses
 

 
141

 
145

 
1,240

Impairment loss on identifiable intangible assets
 

 
3,795

 

 
3,795

Operating income
 
78,863

 
62,424

 
249,967

 
210,793

Interest expense
 
(1,815
)
 
(2,887
)
 
(7,275
)
 
(11,261
)
Interest income
 
391

 
377

 
1,556

 
1,820

Income from continuing operations before income taxes
 
77,439

 
59,914

 
244,248

 
201,352

Income tax provision
 
30,651

 
22,765

 
95,362

 
76,764

Income from continuing operations
 
46,788

 
37,149

 
148,886

 
124,588

Income from discontinued operation, net of income taxes
 

 
341

 

 
9,083

Net income including noncontrolling interests
 
46,788

 
37,490

 
148,886

 
133,671

Less: Net income attributable to noncontrolling interests
 
(378
)
 
(825
)
 
(2,302
)
 
(2,845
)
Net income attributable to EMCOR Group, Inc.
 
$
46,410

 
$
36,665

 
$
146,584

 
$
130,826

Basic earnings per common share:
   – continuing operations
 
$
0.69

 
$
0.54

 
$
2.20

 
$
1.82

– discontinued operation
 
$

 
$
0.01

 
$

 
$
0.14

Diluted earnings per common share:
   – continuing operations
 
$
0.68

 
$
0.53

 
$
2.16

 
$
1.78

– discontinued operation
 
$

 
$
0.01

 
$

 
$
0.13

Weighted average shares of
common stock outstanding:
 
 

 
 
 
 
 
 
   Basic
 
66,805,577

 
66,504,802

 
66,701,869

 
66,780,093

   Diluted
 
67,801,701

 
67,911,536

 
67,738,418

 
68,375,502

















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

 
 
December 31,
2012
(Unaudited)
 
December 31,
2011
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
605,303

 
$
511,322

Accounts receivable, net
 
1,221,956

 
1,187,832

Costs and estimated earnings in excess of billings on uncompleted contracts
 
93,061

 
114,836

Inventories
 
50,512

 
44,914

Prepaid expenses and other
 
73,621

 
77,749

Total current assets
 
2,044,453

 
1,936,653

Investments, notes and other long-term receivables
 
4,959

 
5,618

Property, plant & equipment, net
 
116,631

 
101,663

Goodwill
 
566,588

 
566,805

Identifiable intangible assets, net
 
343,748

 
370,373

Other assets
 
30,691

 
32,964

Total assets
 
$
3,107,070

 
$
3,014,076

LIABILITIES AND EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Borrowings under revolving credit facility
 
$

 
$

Current maturities of long-term debt and capital lease obligations
 
1,787

 
1,522

Accounts payable
 
490,621

 
477,801

Billings in excess of costs and estimated earnings on uncompleted contracts
 
383,527

 
441,695

Accrued payroll and benefits
 
224,555

 
204,785

Other accrued expenses and liabilities
 
194,029

 
205,110

Total current liabilities
 
1,294,519

 
1,330,913

Borrowings under revolving credit facility
 
150,000

 
150,000

Long-term debt and capital lease obligations
 
4,112

 
3,335

Other long-term obligations
 
301,260

 
284,697

Total liabilities
 
1,749,891

 
1,768,945

Equity:
 
 

 
 

Total EMCOR Group, Inc. stockholders’ equity
 
1,346,080

 
1,234,734

Noncontrolling interests
 
11,099

 
10,397

Total equity
 
1,357,179

 
1,245,131

Total liabilities and equity
 
$
3,107,070

 
$
3,014,076












EMCOR GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended December 31, 2012 and 2011
(In thousands) (Unaudited)

 
 
2012
 
2011
Cash flows - operating activities:
 
 
 
 
Net income including noncontrolling interests
 
$
148,886

 
$
133,671

Depreciation and amortization
 
31,204

 
27,426

Amortization of identifiable intangible assets
 
29,762

 
26,350

Deferred income taxes
 
6,626

 
8,826

Gain on sale of discontinued operation, net of income taxes
 

 
(9,127
)
Excess tax benefits from share-based compensation
 
(7,083
)
 
(3,619
)
Equity income from unconsolidated entities
 
(930
)
 
(1,301
)
Non-cash expense for impairment of identifiable intangible assets
 

 
3,795

Other non-cash items
 
3,032

 
7,917

Distributions from unconsolidated entities
 
887

 
606

Changes in operating assets and liabilities, excluding the effect of businesses acquired
 
(27,976
)
 
(45,119
)
Net cash provided by operating activities
 
184,408

 
149,425

Cash flows - investing activities:
 
 

 
 

Payments for acquisitions of businesses, net of cash acquired, and related contingent consideration agreement
 
(20,613
)
 
(301,306
)
Proceeds from sale of discontinued operation, net of cash sold
 

 
26,627

Proceeds from sale of property, plant and equipment
 
3,070

 
1,409

Purchase of property, plant and equipment
 
(37,875
)
 
(29,581
)
Investment in and advances to unconsolidated entities and joint ventures
 

 
(28
)
Purchase of short-term investments
 
(22,433
)
 
(17,639
)
Maturity of short-term investments
 
35,305

 

Net cash used in investing activities
 
(42,546
)
 
(320,518
)
Cash flows - financing activities:
 
 

 
 

Net repayments of long-term debt and debt issuance costs
 
(40
)
 
(4,147
)
Repayments of capital lease obligations
 
(1,978
)
 
(1,095
)
Dividends paid to stockholders
 
(34,073
)
 
(3,336
)
Repurchase of common stock
 
(23,912
)
 
(27,523
)
Proceeds from exercise of stock options
 
8,786

 
5,608

Payments to satisfy minimum tax withholding
 
(1,654
)
 
(1,256
)
Issuance of common stock under employee stock purchase plan
 
2,549

 
2,310

Payments of contingent consideration arrangements
 
(5,748
)
 
(1,118
)
Distributions to noncontrolling interests
 
(1,600
)
 
(2,350
)
Excess tax benefits from share-based compensation
 
7,083

 
3,619

Net cash used in financing activities
 
(50,587
)
 
(29,288
)
Effect of exchange rate changes on cash and cash equivalents
 
2,706

 
867

Increase (decrease) in cash and cash equivalents
 
93,981

 
(199,514
)
Cash and cash equivalents at beginning of year
 
511,322

 
710,836

Cash and cash equivalents at end of period
 
$
605,303

 
$
511,322








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

 
 
For the three months ended December 31,
 
 
2012
 
2011
Revenues from unrelated entities:
 
 
 
 
United States electrical construction and facilities services
 
$
306,349

 
$
289,689

United States mechanical construction and facilities services
 
578,214

 
499,796

United States facilities services
 
593,192

 
584,456

Total United States operations
 
1,477,755

 
1,373,941

United Kingdom construction and facilities services
 
134,126

 
144,021

Total worldwide operations
 
$
1,611,881

 
$
1,517,962

 
 
 
 
 
 
 
For the twelve months ended December 31,
 
 
2012
 
2011
Revenues from unrelated entities:
 
 

 
 

United States electrical construction and facilities services
 
$
1,211,692

 
$
1,155,079

United States mechanical construction and facilities services
 
2,296,380

 
1,917,433

United States facilities services
 
2,299,839

 
2,011,981

Total United States operations
 
5,807,911

 
5,084,493

United Kingdom construction and facilities services
 
538,768

 
528,966

Total worldwide operations
 
$
6,346,679

 
$
5,613,459






























EMCOR GROUP, INC.
SEGMENT INFORMATION
(In thousands) (Unaudited)
 
 
 
For the three months ended December 31,
 
 
2012
 
2011
Operating income (loss):
 
 
 
 
United States electrical construction and facilities services
 
$
32,615

 
$
26,618

United States mechanical construction and facilities services
 
44,498

 
36,329

United States facilities services
 
22,336

 
21,970

Total United States operations
 
99,449

 
84,917

United Kingdom construction and facilities services
 
(2,038
)
 
1,075

Corporate administration
 
(18,548
)
 
(19,632
)
Restructuring expenses
 

 
(141
)
Impairment loss on identifiable intangible assets
 

 
(3,795
)
Total worldwide operations
 
78,863

 
62,424

Other corporate items:
 
 

 
 

Interest expense
 
(1,815
)
 
(2,887
)
Interest income
 
391

 
377

Income from continuing operations before income taxes
 
$
77,439

 
$
59,914

 
 
 
 
 
 
 
For the twelve months ended December 31,
 
 
2012
 
2011
Operating income (loss):
 
 

 
 

United States electrical construction and facilities services
 
$
100,736

 
$
84,601

United States mechanical construction and facilities services
 
123,519

 
116,001

United States facilities services
 
82,273

 
69,125

Total United States operations
 
306,528

 
269,727

United Kingdom construction and facilities services
 
7,052

 
9,225

Corporate administration
 
(63,468
)
 
(63,124
)
Restructuring expenses
 
(145
)
 
(1,240
)
Impairment loss on identifiable intangible assets
 

 
(3,795
)
Total worldwide operations
 
249,967

 
210,793

Other corporate items:
 
 

 
 

Interest expense
 
(7,275
)
 
(11,261
)
Interest income
 
1,556

 
1,820

Income from continuing operations before income taxes
 
$
244,248

 
$
201,352













EMCOR GROUP, INC.
RECONCILIATION OF 2012 AND 2011 OPERATING INCOME
(In thousands) (Unaudited)

In our press release, we provide actual 2012 and 2011 fourth quarter and year-to-date December 31, 2012 and 2011 operating income.  The following table provides a reconciliation between 2012 and 2011 operating income based on non-GAAP measures to the most direct comparable GAAP measures.


 
 
For the three months ended December 31,
 
For the twelve months ended December 31,
 
 
2012
 
2011
 
2012
 
2011
GAAP operating income
 
$
78,863

 
$
62,424

 
$
249,967

 
$
210,793

Impairment loss on identifiable intangible assets
 

 
3,795

 

 
3,795

Transaction expenses related to the acquisition of USM Holdings, Inc.
 

 
21

 

 
4,663

Non-GAAP operating income, excluding impairment loss on identifiable intangible assets and USM transaction expenses
 
$
78,863

 
$
66,240

 
$
249,967

 
$
219,251







































EMCOR GROUP, INC.
RECONCILIATION OF 2012 AND 2011 NET INCOME
(In thousands) (Unaudited)

In our press release, we provide actual 2012 and 2011 fourth quarter and year-to-date December 31, 2012 and 2011 net income from continuing operations attributable to EMCOR Group, Inc.  The following table provides a reconciliation between 2012 and 2011 net income from continuing operations attributable to EMCOR Group, Inc. based on non-GAAP measures to the most direct comparable GAAP measures.

 
 
For the three months ended December 31,
 
For the twelve months ended December 31,
 
 
2012
 
2011
 
2012
 
2011
GAAP net income from continuing operations attributable to EMCOR Group, Inc. (1)
 
$
46,410

 
$
36,324

 
$
146,584

 
$
121,743

Impairment loss on identifiable intangible assets (2)
 

 
2,277

 

 
2,277

Transaction expenses related to the acquisition of USM Holdings, Inc. (3)
 

 
21

 

 
3,785

Non-GAAP net income from continuing operations attributable to EMCOR Group, Inc., excluding impairment loss on identifiable intangible assets and USM transaction expenses
 
$
46,410

 
$
38,622

 
$
146,584

 
$
127,805


(1) Amount is income from continuing operations less net income attributable to noncontrolling interest
(2) Amount is net of tax effect of $1.5 million in the quarter and year-to-date periods
(3)  Amount is net of tax effect of $0.0 million in the quarter and $0.9 million in the year-to-date period

































EMCOR GROUP, INC.
RECONCILIATION OF 2012 AND 2011 DILUTED EARNINGS PER SHARE FIGURES
(Unaudited)

In our press release, we provide actual 2012 and 2011 fourth quarter and year-to-date December 31, 2012 and 2011 diluted earnings per share from continuing operations.  The following table provides a reconciliation between 2012 and 2011 EPS based on non-GAAP measures to the most direct comparable GAAP measures.


 
 
For the three months ended December 31,
 
For the twelve months ended December 31,
 
 
2012
 
2011
 
2012
 
2011
GAAP diluted earnings per common share from continuing operations
 
$
0.68

 
$
0.53

 
$
2.16

 
$
1.78

Impairment loss on identifiable intangible assets (1)
 

 
0.03

 

 
0.03

Transaction expenses related to the acquisition of USM Holdings, Inc. (2)
 

 
0.00

 

 
0.06

Non-GAAP diluted earnings per common share from continuing operations, excluding impairment loss on identifiable intangible assets and USM
transaction expenses
 
$
0.68

 
$
0.57

 
$
2.16

 
$
1.87


(1) Amount is net of tax effect of $1.5 million in the quarter and year-to-date periods
(2) Amount is net of tax effect of $0.0 million in the quarter and $0.9 million in the year-to-date period





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