Document
false0000105634 0000105634 2020-04-30 2020-04-30


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 30, 2020

EMCOR Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
1-8267
 
11-2125338
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

301 Merritt Seven
 
 
Norwalk,
Connecticut
 
06851-1092
(Address of Principal Executive Offices)
 
(Zip Code)

(203)
849-7800
(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock
 
EME
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.








Item 2.02. Results of Operations and Financial Condition.

On April 30, 2020, EMCOR Group, Inc. issued a press release disclosing results of operations for its fiscal 2020 first quarter ended March 31, 2020. 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.

(d) Exhibits
 
 
 
Exhibit Number
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
 
 
 
 
 
Dated: April 30, 2020
By:
/s/ ANTHONY J. GUZZI
 
 
 
Anthony J. Guzzi
 
 
 
Chairman, President and
 
 
 
Chief Executive Officer
 


Exhibit

https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg
 
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: Jamie Baird
(212) 850-5659

EMCOR GROUP, INC. REPORTS FIRST QUARTER 2020 RESULTS
 
 - Record First Quarter Revenues of $2.30 billion, 6.5% Increase Year-over-Year -
 - Record First Quarter Diluted EPS of $1.35, 5.5% Increase Year-over-Year -
 - Total Remaining Performance Obligations of $4.42 billion, 6.4% Increase Year-over-Year -

NORWALK, CONNECTICUT, April 30, 2020 - EMCOR Group, Inc. (NYSE: EME) today reported results for the first quarter ended March 31, 2020.

For the first quarter of 2020, net income was $75.7 million, or $1.35 per diluted share, compared to $72.4 million, or $1.28 per diluted share, for the first quarter of 2019. Revenues for the first quarter of 2020 totaled $2.30 billion, an increase of 6.5%, compared to $2.16 billion for the first quarter of 2019.

Operating income for the first quarter of 2020 was $106.0 million, or 4.6% of revenues. This compares to $102.3 million, or 4.7% of revenues, for the first quarter of 2019.

Selling, general and administrative expenses for the first quarter of 2020 totaled $227.0 million, or 9.9% of revenues, compared to $206.2 million, or 9.6% of revenues, for the first quarter of 2019.

The Company's income tax rate for the first quarter of 2020 was 27.4%, compared to an income tax rate of 27.5% for the first quarter of 2019.

Remaining performance obligations at March 31, 2020 were $4.42 billion, compared to $4.16 billion at March 31, 2019. Total U.S. remaining performance obligations grew approximately $284 million year-over-year.

Tony Guzzi, Chairman, President and Chief Executive Officer of EMCOR, commented, “The Company achieved record first quarter revenues, operating income, net income, and diluted earnings per share. We delivered revenue growth of 6.5% during the quarter, 2.7% of which was organic, led by double-digit growth in our U.S. Mechanical Construction and U.S. Industrial Services segments. Our steadfast commitment to excellent project execution delivered operating income growth of 3.6% year-over-year. Despite the uncertainty surrounding the COVID-19 pandemic, we have record remaining performance obligations, up 6.4% year-over-year, underscoring the resiliency of our business and the underlying demand in the marketplace.”


 – MORE –


https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

EMCOR Reports First Quarter Results
 Page 2

Mr. Guzzi added, “Our U.S. Construction segments delivered solid results, posting combined revenue and operating income growth of 6.2% and 6.1% year-over-year, respectively, led by strength in the healthcare and manufacturing market sectors. U.S. Building Services, which saw revenue growth of 1.2% year-over-year, faced the most disruption from the COVID-19 pandemic as the quarter progressed, primarily due to the closure or partial closure of customer facilities. U.S. Industrial Services, on the other hand, performed very well in a difficult environment, delivering revenue and operating income growth of 19.9% and 27.2% year-over-year, respectively, driven by strength in our field services operations, as a result of strong execution on several large turnarounds. Finally, we are pleased by the sustained strength in our U.K. Building Services segment, which generated revenue growth of 4.5% year-over-year and operating income growth of 39.2% year-over-year, resulting in 120 basis points of operating margin expansion.”

Mr. Guzzi concluded, “In response to the abrupt drop in activity due to the COVID-19 pandemic, we are focusing on the elements of our business within our control and reacting to the macroeconomic disruptions in a disciplined and process-oriented manner. Our robust contingency plans are serving us well as the situation evolves daily. We have implemented strict safety protocols for our employees and are reducing costs where appropriate. We continue to perform work for our customers where we are able to operate and are prepared to execute on our existing remaining performance obligations and support our customers as they restart their operations. Overall, we are in a strong financial position, with a solid and liquid balance sheet and access to additional capital through our recently amended and extended credit facility. We also have solid remaining performance obligations and a healthy project pipeline. We did, however, begin to experience certain disruptions caused by the pandemic and the associated containment and mitigation measures late in the first quarter and expect continued headwinds going into the second quarter and possibly into the third quarter. Looking forward, we are well-positioned to continue to serve our customers during this crisis and when the environment normalizes.”

EMCOR Group, Inc. is a Fortune 500 leader in mechanical and electrical construction services, industrial and energy infrastructure and building services. This press release and other press releases may be viewed at the Company’s website at www.emcorgroup.com. EMCOR routinely posts information that may be important to investors in the “Investor Relations” section of our website at www.emcorgroup.com. Investors and potential investors are encouraged to consult the EMCOR website regularly for important information about EMCOR.

EMCOR Group's first quarter conference call will be available live via internet broadcast today, Thursday, April 30, at 10:30 AM Eastern Daylight Time. The live call may be accessed through the Company's website at www.emcorgroup.com.













 – MORE –


https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

EMCOR Reports First Quarter Results
 Page 3

Forward Looking Statements:

This release contains certain forward-looking statements. Any such comments speak only as of April 30, 2020 and EMCOR assumes no obligation to update any such forward-looking statements, unless required by law. These forward-looking statements may include statements regarding anticipated future operating and financial performance, the nature and impact of our remaining performance obligations, our ability to pursue acquisitions, our ability to return capital to shareholders, market opportunities, market growth and customer trends. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated (whether expressly or implied) by the forward-looking statements. Accordingly, these statements are no guarantee of future performance. Such risks 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, mix of business, the impact of the 2020 ransomware attack, and the impact of the COVID-19 pandemic on our revenue and operations, including employees, construction activity, and facilities utilization, and the risk factors associated with EMCOR’s business discussed in Part I, Item 1A “Risk Factors,” of the Company’s 2019 Form 10-K and in other reports filed from time to time with the Securities and Exchange Commission and available at www.sec.gov and www.emcorgroup.com.

Non-GAAP Measures:

This release may include certain financial measures that were not prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company uses these non-GAAP measures as key performance indicators for the purpose of evaluating performance internally. We also believe that these non-GAAP measures provide investors with useful information with respect to our on-going operations. Any non-GAAP financial measures presented are not, and should not be viewed as, substitutes for financial measures required by GAAP, have no standardized meaning prescribed by GAAP and may not be comparable to the calculation of similar measures of other companies.




 – MORE –


https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

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,
 
 
2020
 
2019
Revenues
 
$
2,299,832

 
$
2,158,728

Cost of sales
 
1,966,771

 
1,849,974

Gross profit
 
333,061

 
308,754

Selling, general and administrative expenses
 
226,997

 
206,169

Restructuring expenses
 
69

 
275

Operating income
 
105,995

 
102,310

Net periodic pension (cost) income
 
742

 
406

Interest expense, net
 
(2,488
)
 
(2,823
)
Income before income taxes
 
104,249

 
99,893

Income tax provision
 
28,584

 
27,483

Net income
 
$
75,665

 
$
72,410

 
 
 
 
 
Basic earnings per common share
 
$
1.35

 
$
1.29

 
 
 
 
 
Diluted earnings per common share
 
$
1.35

 
$
1.28

 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 

 
 
   Basic
 
56,007,122

 
56,168,356

   Diluted
 
56,210,728

 
56,424,222

 
 
 
 
 
Dividends declared per common share
 
$
0.08

 
$
0.08

 
 
 
 
 





















https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

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

 
 
March 31, 2020
(Unaudited)
 
December 31,
2019
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
347,092

 
$
358,818

Accounts receivable, net
 
2,055,483

 
2,030,813

Contract assets
 
195,265

 
177,830

Inventories
 
35,387

 
40,446

Prepaid expenses and other
 
52,161

 
51,976

Total current assets
 
2,685,388

 
2,659,883

Property, plant & equipment, net
 
157,848

 
156,187

Operating lease right-of-use assets
 
237,796

 
245,471

Goodwill
 
1,064,853

 
1,063,911

Identifiable intangible assets, net
 
597,897

 
611,444

Other assets
 
91,765

 
93,462

Total assets
 
$
4,835,547

 
$
4,830,358

LIABILITIES AND EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Current maturities of long-term debt and finance lease liabilities
 
$
10,360

 
$
18,092

Accounts payable
 
592,576

 
665,402

Contract liabilities
 
590,873

 
623,642

Accrued payroll and benefits
 
301,878

 
382,573

Other accrued expenses and liabilities
 
237,973

 
195,757

Operating lease liabilities, current
 
52,722

 
53,144

Total current liabilities
 
1,786,382

 
1,938,610

Borrowings under revolving credit facility
 
200,000

 
50,000

Long-term debt and finance lease liabilities
 
294,181

 
244,139

Operating lease liabilities, long-term
 
198,492

 
204,950

Other long-term obligations
 
328,898

 
334,879

Total liabilities
 
2,807,953

 
2,772,578

Equity:
 
 

 
 

Total EMCOR Group, Inc. stockholders’ equity
 
2,026,948

 
2,057,134

Noncontrolling interests
 
646

 
646

Total equity
 
2,027,594

 
2,057,780

Total liabilities and equity
 
$
4,835,547

 
$
4,830,358









https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

EMCOR GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2020 and 2019
(In thousands) (Unaudited)
 
 
2020
 
2019
Cash flows - operating activities:
 
 
 
 
Net income
 
$
75,665

 
$
72,410

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
11,767

 
10,585

Amortization of identifiable intangible assets
 
14,747

 
11,610

Provision for (recovery of) credit losses
 
2,614

 
(673
)
Deferred income taxes
 
4,375

 
2,496

Excess tax benefits from share-based compensation
 
(157
)
 
(499
)
Non-cash share-based compensation expense
 
3,291

 
3,557

Other reconciling items
 
199

 
467

Changes in operating assets and liabilities, excluding the effect of businesses acquired
 
(191,314
)
 
(157,388
)
Net cash used in operating activities
 
(78,813
)
 
(57,435
)
Cash flows - investing activities:
 
 

 
 

Payments for acquisitions of businesses, net of cash acquired
 
(2,582
)
 
(31,124
)
Proceeds from sale or disposal of property, plant and equipment
 
196

 
1,023

Purchase of property, plant and equipment
 
(12,035
)
 
(13,113
)
Investments in and advances to unconsolidated entities
 

 
(794
)
Net cash used in investing activities
 
(14,421
)
 
(44,008
)
Cash flows - financing activities:
 
 

 
 

Proceeds from revolving credit facility
 
200,000

 

Repayments of revolving credit facility
 
(50,000
)
 

Proceeds from long-term debt
 
300,000

 

Repayments of long-term debt and debt issuance costs
 
(257,549
)
 
(3,800
)
Repayments of finance lease liabilities
 
(1,277
)
 
(1,053
)
Dividends paid to stockholders
 
(4,500
)
 
(4,480
)
Repurchase of common stock
 
(99,048
)
 

Taxes paid related to net share settlements of equity awards
 
(2,492
)
 
(3,735
)
Issuance of common stock under employee stock purchase plan
 
1,638

 
1,323

Payments for contingent consideration arrangements
 
(653
)
 
(23
)
Distributions to noncontrolling interests
 

 
(40
)
Net cash provided by (used in) financing activities
 
86,119

 
(11,808
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
 
(4,678
)
 
1,298

Decrease in cash, cash equivalents, and restricted cash
 
(11,793
)
 
(111,953
)
Cash, cash equivalents, and restricted cash at beginning of year (1)
 
359,920

 
366,214

Cash, cash equivalents, and restricted cash at end of period (2)
 
$
348,127

 
$
254,261


(1)
Includes $1.1 million and $2.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2019 and 2018, respectively.
(2)
Includes $1.0 million and $2.2 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of March 31, 2020 and 2019, respectively.






https://cdn.kscope.io/90508dad0e9dd4be3a3c08d98b5f7cc5-emcorlogo033120a13.jpg

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

 
 
For the three months ended March 31,
 
 
2020
 
2019
Revenues from unrelated entities:
 
 
 
 
United States electrical construction and facilities services
 
$
525,229

 
$
528,070

United States mechanical construction and facilities services
 
834,112

 
752,409

United States building services
 
518,083

 
512,079

United States industrial services
 
310,031

 
258,645

Total United States operations
 
2,187,455

 
2,051,203

United Kingdom building services
 
112,377

 
107,525

Total worldwide operations
 
$
2,299,832

 
$
2,158,728

 
 
 
 
 


 
 
For the three months ended March 31,
 
 
2020
 
2019
Operating income (loss):
 
 
 
 
United States electrical construction and facilities services
 
$
43,903

 
$
42,951

United States mechanical construction and facilities services
 
45,171

 
40,985

United States building services
 
20,838

 
27,483

United States industrial services
 
12,257

 
9,636

Total United States operations
 
122,169

 
121,055

United Kingdom building services
 
5,764

 
4,141

Corporate administration
 
(21,869
)
 
(22,611
)
Restructuring expenses
 
(69
)
 
(275
)
Total worldwide operations
 
105,995

 
102,310

Other corporate items:
 
 

 
 
Net periodic pension (cost) income
 
742

 
406

Interest expense, net
 
(2,488
)
 
(2,823
)
Income before income taxes
 
$
104,249

 
$
99,893

 
 
 
 
 







# # #