FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or
15(d) of the Securities Exchange Act of 1934
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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Commission file number 0-2315
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EMCOR Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 11-2125338
- -------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
Identification or organization) Identification Number)
101 Merritt Seven Corporate Park
Norwalk, Connecticut 06851-1060
- -------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(203) 849-7800
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(Registrant's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X No __
Applicable Only To Corporate Issuers
Number of shares of Common Stock outstanding as of the close of business on
April 25, 2002: 14,862,917 shares.
EMCOR GROUP, INC.
INDEX
Page No.
PART I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheets -
as of March 31, 2002 and December 31, 2001 1
Condensed Consolidated Statements of Operations -
three months ended March 31, 2002 and 2001 3
Condensed Consolidated Statements of Cash Flows -
three months ended March 31, 2002 and 2001 4
Condensed Consolidated Statements of Stockholders'
Equity and Comprehensive Income -
three months ended March 31, 2002 and 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Results of Operations
and Financial Condition 13
PART II - Other Information
Item 1 Legal Proceedings 20
Item 4 Submission of Matters to a Vote of Security Holders 20
Item 6 Exhibits and Reports on Form 8-K 20
12
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
- --------------------------------------------------------------------------------
March 31, December 31,
2002 2001
(Unaudited)
- --------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 142,517 $ 189,766
Accounts receivable, net 868,527 777,102
Costs and estimated earnings in excess
of billings on uncompleted contracts 209,460 221,272
Inventories 9,008 7,158
Prepaid expenses and other 20,838 22,026
---------- ----------
Total current assets 1,250,350 1,217,324
Investments, notes and other long-term
receivables 10,698 16,817
Property, plant and equipment, net 54,402 42,548
Goodwill, net 169,603 56,011
Other assets 18,151 16,964
---------- ----------
Total assets $1,503,204 $1,349,664
========== ==========
See Notes to Condensed Consolidated Financial Statements.
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
March 31, December 31,
2002 2001
(Unaudited)
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowing under working capital credit line $ 50,000 $ --
Current maturities of long-term debt and capital
lease obligations 630 947
Accounts payable
Billings in excess of costs and estimated 327,026 313,227
earnings on uncompleted contracts 358,973 319,165
Accrued payroll and benefits 141,406 121,196
Other accrued expenses and liabilities 94,489 99,726
---------- ----------
Total current liabilities 972,524 854,261
Long-term debt and capital lease obligations 22,635 848
Other long-term obligations 76,413 72,622
---------- ----------
Total liabilities 1,071,572 927,731
---------- ----------
Stockholders' equity:
Preferred stock, $0.10 par value, 1,000,000 shares
authorized, zero issued and outstanding -- --
Common stock, $0.01 par value, 30,000,000 shares
authorized, 14,849,174 and 14,815,007 shares
issued and outstanding, respectively 159 159
Capital surplus 310,831 307,636
Accumulated other comprehensive loss (6,171) (5,424)
Retained earnings 143,649 136,398
Treasury stock, at cost 1,131,985 shares (16,836) (16,836)
---------- ----------
Total stockholders' equity 431,632 421,933
---------- ----------
Total liabilities and stockholders' equity $1,503,204 $1,349,664
========== ==========
See Notes to Condensed Consolidated Financial Statements.
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data) (Unaudited)
- --------------------------------------------------------------------------------
Three months ended March 31, 2002 2001
- --------------------------------------------------------------------------------
Revenues $810,299 $837,555
Cost of sales 720,913 757,036
-------- --------
Gross profit 89,386 80,519
Amortization of goodwill -- 1,321
Selling, general and administrative expenses 76,855 68,352
-------- --------
Operating income 12,531 10,846
Interest income (expense), net 417 (742)
-------- --------
Income before income taxes 12,948 10,104
Income tax provision 5,697 4,447
-------- --------
Net income $ 7,251 $ 5,657
======== ========
Basic earnings per share $ 0.49 $ 0.54
======== ========
Diluted earnings per share $ 0.47 $ 0.44
======== ========
See Notes to Condensed Consolidated Financial Statements.
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
- --------------------------------------------------------------------------------
Three months ended March 31, 2002 2001
- --------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 7,251 $ 5,657
Depreciation and amortization 3,377 3,015
Amortization of goodwill -- 1,321
Other non-cash expenses 1,617 4,460
Changes in operating assets and liabilities,
excluding the effect of business acquired 41,266 (77)
-------- -------
Net cash provided by operating activities 53,511 14,376
-------- -------
Cash flows from investing activities:
Payments for acquisitions of businesses, net of
cash acquired, and related earn-out agreements (152,825) --
Proceeds from sale of assets 280 1,162
Purchase of property, plant and equipment (4,157) (4,227)
Net proceeds (disbursements) from other investments 6,264 (746)
-------- -------
Net cash used in investing activities (150,438) (3,811)
-------- -------
Cash flows from financing activities:
Borrowings under working capital credit lines, net 50,000 --
Net repayments of long-term debt and capital lease
obligations (681) (123)
Net proceeds from exercise of stock options 359 543
-------- -------
Net cash provided by financing activities 49,678 420
-------- -------
(Decrease) increase in cash and cash equivalents (47,249) 10,985
Cash and cash equivalents at beginning of year 189,766 137,685
-------- -------
Cash and cash equivalents at end of period $142,517 $148,670
======== ========
Supplemental cash flow information:
Cash paid for:
Interest $ 72 $ 97
Income taxes $ 2,966 $ 1,623
Non-cash financing activities:
Debt assumed in acquisition $ 22,115 --
See Notes to Condensed Consolidated Financial Statements.
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(In thousands) (Unaudited)
- ----------------------------- ----------- ----------- ------------ ---------------- ------------- ---------- -----------------
Accumulated
other
Common Capital comprehensive Retained Treasury Comprehensive
Total stock surplus loss (1) earnings stock income
- ----------------------------- ----------- ----------- ------------ ---------------- ------------- ---------- -----------------
Balance, January 1, 2001 $233,503 $117 $167,742 $(3,906) $ 86,386 $(16,836)
Net income 5,657 -- -- -- 5,657 -- $5,657
Foreign currency translation
adjustments (2,481) -- -- (2,481) -- -- (2,481)
------
Comprehensive income -- -- -- -- -- -- $3,176
======
Provision in lieu of
income taxes 3,260 -- 3,260 -- -- --
Common stock issued under
stock option plans 543 -- 543 -- -- --
Value of Restricted Stock
Units (2) 1,737 -- 1,737 -- -- --
-------- ---- -------- ------- -------- --------
Balance, March 31, 2001 $242,219 $117 $173,282 $(6,387) $ 92,043 $(16,836)
======== ==== ======== ======= ======== ========
Balance, January 1, 2002 $421,933 $159 $307,636 $(5,424) $136,398 $(16,836)
Net income 7,251 -- -- -- 7,251 -- $7,251
Foreign currency translation
adjustments (747) -- -- (747) -- -- (747)
------
Comprehensive income -- -- -- -- -- -- $6,504
======
Common stock issued under
stock option plans 359 -- 359 -- -- --
Value of Restricted Stock
Units (2) 2,836 -- 2,836 -- -- --
-------- ---- -------- --------- -------- --------
Balance, March 31, 2002 $431,632 $159 $310,831 $(6,171) $143,649 $(16,836)
======== ==== ======== ======== ======== ========
(1) Represents cumulative foreign currency translation adjustments.
(2) Shares of common stock will be issued in respect of restricted stock units.
This amount represents the value of restricted stock units at the date of
grant plus the related compensation expense in the current year due to an
increase in market value of the underlying common stock.
See Notes to Condensed Consolidated Financial Statements.
EMCOR Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE A Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared
by EMCOR Group, Inc. and Subsidiaries ("EMCOR"), without audit, pursuant to the
interim period reporting requirements of Form 10-Q. Consequently, certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. Readers of this report should refer to the consolidated
financial statements and the notes thereto included in EMCOR's latest Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
In the opinion of EMCOR, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting only of a normal
recurring nature) necessary to present fairly the financial position of EMCOR
and the results of its operations. The results of operations for the three month
period ended March 31, 2002 are not necessarily indicative of the results to be
expected for the year ending December 31, 2002.
Certain reclassifications of prior year amounts have been made to conform to
current year presentation.
NOTE B Acquisition of Businesses
On March 1, 2002, EMCOR acquired nineteen subsidiaries of Comfort Systems USA,
Inc. ("Comfort"). Accordingly, the Consolidated Results of Operations for EMCOR
for the three months ended March 31, 2002 include the results of operations for
Comfort for the month of March 2002. The purchase price paid for a 100% voting
interest was $186.25 million and was comprised of $164.15 million in cash and
$22.1 million for the assumption of Comfort's notes payable to former owners of
certain of the acquired companies. The acquisition was funded with $114.15
million of cash and $50.0 million of borrowings under EMCOR's working capital
credit line. The acquired companies, which are based predominantly in the
Midwest United States and New Jersey, are active in the installation and
maintenance of mechanical systems and the design and installation of process and
fire protection systems. Services are provided to a wide variety of industries,
including the food processing, pharmaceutical and manufacturing/distribution
sectors.
EMCOR's motivation for the acquisition was to increase shareholder value.
Management believes the addition of these companies in geographic markets where
it did not have significant presence, will further its goal of market and
geographic diversification. Additionally, the acquisition creates more
opportunities for EMCOR companies to collaborate on national facilities services
contracts. These factors contributed to the goodwill preliminarily recorded of
$113.6 million, which represents the excess of purchase price paid to the
estimated fair value of the net assets at date of acquisition.
The Comfort acquisition is being accounted for in accordance with Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141").
SFAS 141 is discussed further in Note C Significant Accounting Policies. The
cost of the acquisition was preliminarily allocated to the assets acquired and
liabilities assumed based on their estimated fair values at the date of the
acquisition. EMCOR is currently evaluating the fair value of these assets and
liabilities and is in the process of obtaining a third-party valuation of
tangible and intangible assets; therefore, the allocation of the purchase price
is subject to adjustment.
NOTE B Acquisition of Businesses - (Continued)
The following table summarizes the preliminary purchase price allocation related
to the Comfort acquisition (in thousands):
At March 31, 2002
-----------------
Current assets $149,864
Property, plant and equipment 11,354
Goodwill and other intangible assets 113,592
Other assets 1,038
--------
Total assets acquired 275,848
--------
Current liabilities 100,614
Long-term obligations 294
--------
Total liabilities assumed 100,908
--------
Net assets acquired 174,940
Notes payable assumed 22,115
--------
Cash purchase price, net of
cash acquired $152,825
========
The goodwill of $113.6 million was allocated primarily to the United States
mechanical construction and facilities services operating segment. It is
expected that most of the goodwill associated with the acquisition will be
deductible for tax purposes. Pending the third-party valuation being performed,
certain identifiable intangible assets may be determined to exist and therefore
a reallocation of goodwill may occur. In accordance with SFAS 141, any remaining
goodwill will not be amortized while identifiable intangibles will be subject to
amortization over their useful lives.
NOTE C Significant Accounting Policies
EMCOR has adopted the following accounting standards issued by the Financial
Accounting Standards Board ("FASB"): SFAS 141 and Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 requires that all business combinations be accounted for using
the purchase method of accounting and that certain intangible assets acquired in
a business combination be recognized as assets apart from goodwill. SFAS 142
requires goodwill to be tested for impairment under certain circumstances, and
written down when impaired, rather than being amortized as previous standards
required. Furthermore, SFAS 142 requires purchased intangibles assets other than
goodwill to be amortized over their useful lives unless these lives are
determined to be indefinite. All companies have six months subsequent to the
date of adoption to complete the initial goodwill impairment test. EMCOR has not
yet determined if SFAS 142 will have any further impact on its existing
goodwill.
NOTE C Significant Accounting Policies - (Continued)
The following table provides a reconciliation of the prior year's reported net
income to adjusted net income had SFAS 142 been applied as of the beginning of
fiscal 2001.
For the three months ended
March 31, 2001
-----------------------------------------------------------------
Basic Diluted
------------------------------ ------------------------------
Income available Income available
to common Earnings to common Earnings
stockholders per share stockholders per share
------------------ --------- ----------------- ----------
Reported net income attributed to
EMCOR common stock $5,657,000 $0.54 $6,632,615 $0.44
Add back amortization of goodwill,
net of income tax 738,640 0.07 738,640 0.05
--------- ----- --------- -----
Adjusted net income attributed to
EMCOR common stock $6,395,640 $0.61 $7,371,255 $0.49
========== ===== ========== =====
The changes in the carrying amount of Goodwill during the three months ended
March 31, 2002 were as follows (in thousands):
For the three months
ended March 31, 2002
--------------------
Balance at beginning of period $ 56,011
Goodwill for acquisition of businesses 113,592
--------
Balance at end of period $169,603
========
As of March 31, 2002, the purchase accounting related to the acquisition of the
Comfort companies was preliminary. As such, the allocation of goodwill to
operating segments has not been finalized. Preliminarily, however, the goodwill
of $113.6 million has been allocated primarily to the United States mechanical
construction and facilities services segment.
The FASB has issued Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").
SFAS 144 establishes a single accounting model based on the framework
established in Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS
121 provides accounting guidance for long-lived assets to be disposed of by
sale, and resolves significant implementation issues related to SFAS 121. This
statement also supercedes the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions", ("APB 30") for the
disposal of a segment of a business. The adoption of SFAS 144, which was
effective January 1, 2002, did not have a material impact on EMCOR's results of
operations, financial position or cash flows.
NOTE D Pro Forma Results of Operations
The following tables present pro forma results of operations including the
acquired Comfort companies. The results of operations presented assume the
acquisition had occurred at the beginning of fiscal 2001. The unaudited pro
forma results of operations are not necessarily indicative of the results of
operations had the acquisition actually occurred at the beginning of fiscal
2001, nor is it necessarily indicative of future operating results (in
thousands, except per share data):
Pro Forma Results of Operations
For the three months ended
--------------------------
March 31, 2002 March 31, 2001
-------------- --------------
Revenues $904,287 $1,001,096
Operating income $ 11,980 $ 18,602
Interest (expense)/income, net $ 328 $ (1,125)
Income before income taxes $ 12,308 $ 17,477
Net income $ 6,892 $ 9,786
Basic earnings per share $ 0.46 $ 0.94
Diluted earnings per share $ 0.45 $ 0.72
The pro forma results of operations, for segment information, is included in
Note G Segment Information.
NOTE E Earnings Per Share
The following tables summarize EMCOR's calculation of Basic and Diluted Earnings
per Share ("EPS") for the three month periods ended March 31, 2002 and 2001:
Three months ended
March 31, 2002
-----------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
-----------------------------------
Basic EPS
Income available to common
stockholders $7,251,000 14,828,537 $0.49
=====
Effect of Dilutive Securities
Options -- 582,203
---------- ----------
Diluted EPS $7,251,000 15,410,740 $0.47
========== ========== =====
Three months ended
March 31, 2001
-----------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
------------------------------------
Basic EPS
Income available to common
stockholders $5,657,000 10,448,610 $0.54
=====
Effect of Dilutive Securities:
Convertible Subordinated Notes, including
assumed interest savings, net of tax 975,615 4,206,291
Options -- 391,514
---------- ----------
Diluted EPS $6,632,615 15,046,415 $0.44
========== ========== =====
There were no anti-dilutive stock options that were required to be excluded from
the calculation of diluted EPS for the three month periods ended March 31, 2002
and 2001.
NOTE F Long-Term Debt
Long-term debt in the accompanying Condensed Consolidated Balance Sheets
consisted of the following amounts (in thousands):
March 31, December 31,
2002 2001
--------- ------------
Notes assumed in the acquisition $22,115 $ --
Note Payable -- 573
Capitalized lease obligations 249 249
Other 901 973
------- ------
23,265 1,795
Less: current maturities 630 947
------- ------
$22,635 $ 848
======= ======
The notes assumed in the Comfort acquisition represent payments due to certain
former owners of the acquired companies. The $573,000 Note Payable was paid in
January 2002.
NOTE G Segment Information
EMCOR has the following reportable segments: United States electrical
construction and facilities services, United States mechanical construction and
facilities services, United States other services, Canada construction and
facilities services, United Kingdom construction and facilities services and
Other international construction and facilities services. The segments (i)
United States other services primarily represents those operations which
principally provide consulting and maintenance services and (ii) Other
international construction and facilities services represents EMCOR's operations
outside of the United States, Canada, and the United Kingdom, primarily South
Africa, the Middle East and Europe performing electrical construction,
mechanical construction and facilities services. The proforma information
includes the results of operations for the acquired Comfort companies as if they
were consolidated with EMCOR effective January 1, 2001.
The following presents information about industry segments and geographic areas
(in thousands):
For the three months ended March 31,
As Reported Pro Forma
----------------------- -------------------------
2002 2001 2002 2001
-------- -------- -------- --------
Revenues from unrelated entities:
United States electrical construction and facilities services $287,698 $331,830 $289,347 $ 334,868
United States mechanical construction and facilities services 308,269 295,867 400,608 456,370
United States other services 50,745 45,466 50,745 45,466
-------- -------- -------- ---------
Total United States operations 646,712 673,163 740,700 836,704
Canada construction and facilities services 54,519 37,885 54,519 37,885
United Kingdom construction and facilities services 109,001 125,555 109,001 125,555
Other international construction and facilities services 67 952 67 952
-------- -------- -------- ----------
Total worldwide operations $810,299 $837,555 $904,287 $1,001,096
======== ======== ======== ==========
Total revenues:
United States electrical construction and facilities services $290,299 $338,888 $291,948 $ 341,926
United States mechanical construction and facilities services 311,056 302,161 403,395 462,664
United States other services 51,203 46,433 51,203 46,433
Less intersegment revenues (5,846) (14,319) (5,846) (14,319)
-------- ------- -------- ---------
Total United States operations 646,712 673,163 740,700 836,704
Canada construction and facilities services 54,519 37,885 54,519 37,885
United Kingdom construction and facilities services 109,001 125,555 109,001 125,555
Other international construction and facilities services 67 952 67 952
-------- -------- -------- ----------
Total worldwide operations $810,299 $837,555 $904,287 $1,001,096
======== ======== ======== ==========
NOTE G Segment Information - (Continued)
For the three months ended
As Reported Pro Forma
----------------------- -------------------------
2002 2001 2002 2001
-------- -------- -------- --------
Operating income (loss):
United States electrical construction and facilities services $16,252 $14,648 $16,492 $15,159
United States mechanical construction and facilities services 6,613 4,613 5,822 11,858
United States other services (918) (1,916) (918) (1,916)
------- ------- ------- -------
Total United States operations 21,947 17,345 21,396 25,101
Canada construction and facilities services (458) 627 (458) 627
United Kingdom construction and facilities services (1,024) (29) (1,024) (29)
Other international construction and facilities services (275) (575) (275) (575)
Corporate administration (7,659) (6,522) (7,659) (6,522)
------- ------- ------- -------
Total worldwide operations 12,531 10,846 11,980 18,602
Other corporate items:
Interest expense (517) (2,219) (606) (2,602)
Interest income 934 1,477 934 1,477
------- ------- ------- -------
Income before income taxes $12,948 $10,104 $12,308 $17,477
======= ======= ======= =======
For the three months ended
As Reported
--------------------------
March 31, Dec. 31,
2002 2001
--------- --------
Total assets:
United States electrical construction and facilities services $ 466,562 $ 417,678
United States mechanical construction and facilities services 597,132 457,596
United States other services 57,905 60,965
---------- ----------
Total United States operations 1,121,599 936,239
Canada construction and facilities services 58,427 62,234
United Kingdom construction and facilities services 156,008 152,981
Other international construction and facilities services 7,431 11,497
Corporate administration 159,739 186,713
---------- ----------
Total worldwide operations $1,503,204 $1,349,664
========== ==========
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (Unaudited)
Highlights
EMCOR Group, Inc.'s ("EMCOR") revenues for the three months ended March 31, 2002
and 2001 were $810.3 million and $837.6 million, respectively. Net income for
the three months ended March 31, 2002 was $7.3 million compared to net income of
$5.7 million for the three months ended March 31, 2001. Diluted Earnings Per
Share ("Diluted EPS") were $0.47 per share for the three months ended March 31,
2002 compared to Diluted EPS of $0.44 per share in the year earlier period. The
results of operations for the three months ended March 31, 2002 include results
for the companies acquired from Comfort Systems USA, Inc., ("Comfort") from the
acquisition date of March 1, 2002.
Operating Segments
EMCOR has the following reportable segments: United States electrical
construction and facilities services, United States mechanical construction and
facilities services, United States other services, Canada construction and
facilities services, United Kingdom construction and facilities services and
Other international construction and facilities services. The segments (i)
United States other services primarily represents those operations which
principally provide consulting and maintenance services and (ii) Other
international construction and facilities services represents EMCOR's operations
outside of the United States, Canada, and the United Kingdom, primarily South
Africa, the Middle East and Europe performing electrical construction,
mechanical construction and facilities services.
Results of Operations
Revenues
The following table presents EMCOR's operating segment revenues and their
respective percentage of total revenues (in thousands, except for percentages):
For the three months ended March 31,
------------------------------------
% of % of
2002 Total 2001 Total
---- ----- ---- -----
Revenues:
United States electrical construction and facilities services $287,698 36% $331,830 40%
United States mechanical construction and facilities services 308,269 38% 295,867 35%
United States other services ............................. 50,745 6% 45,466 5%
-------- --------
Total United States operations ........................... 646,712 80% 673,163 80%
Canada construction and facilities services .............. 54,519 7% 37,885 5%
United Kingdom construction and facilities services ...... 109,001 13% 125,555 15%
Other international construction and facilities services.. 67 -- 952 --
-------- --------
Total worldwide operations ............................... $810,299 100% $837,555 100%
======== ========
EMCOR's revenues decreased $27.3 million for the three months ended March 31,
2002 compared to the first quarter of 2001, primarily due to a decrease in
revenues versus the prior year for the EMCOR subsidiaries, partially offset by
one month of revenues for Comfort of $48.8 million derived from the companies
acquired. The decrease is principally due to a decrease in fast-track type jobs,
an increase in longer-term jobs which results in revenue recognition over a
longer time period and a planned reduction of most work in the North and South
Carolina markets.
Revenues of United States electrical construction and facilities services
business units for the three months ended March 31, 2002 were $287.7 million
compared to $331.8 million for the three months ended March 31, 2001. The
revenues decrease of $44.1 million for the three months ended March 31, 2002
compared to the same period in 2001 was due to a reduction in fast track telecom
projects in the current year compared to the prior year across most markets in
this segment. Power plant and transportation infrastructure work, however,
remained steady in this segment compared to the prior year.
Revenues of United States mechanical construction and facilities services
business units for the three months ended March 31, 2002 were $308.3 million
compared to $295.9 million for the three months ended March 31, 2001. The
revenues increase of $12.4 million was primarily derived from revenues from the
acquired Comfort companies of $48.0 million and increased revenues for the
northern California and Detroit markets. These increases were offset by the
planned reduction of most work in North and South Carolina markets and a
decrease in the number of fast track jobs since the prior year.
United States other services revenues of $50.7 million for the three months
ended March 31, 2002, which include those operations which principally provide
consulting and maintenance services, increased by $5.2 million compared to $45.5
million for the same three months in 2001. The increase in revenues for the
three month period was primarily attributable to an increase in on-site building
maintenance services provided to customers.
Revenues of Canada construction and facilities services for the three months
ended March 31, 2002 were $54.5 million compared to $37.9 million for the three
months ended March 31, 2001. The increase in revenues for the three month period
was primarily attributable to the start-up of work on certain long-term jobs,
partially offset by a reduced number of fast-track type jobs when compared to
the same period in the prior year.
Revenues of United Kingdom construction and facilities services business units
for the three months ended March 31, 2002 were $109.0 million compared to $125.6
million for the three months ended March 31, 2001. The decrease in revenues was
principally attributable to fewer bid opportunities within the construction
market, offset partially by growth in the facilities services market.
Other international construction and facilities services revenues primarily
consists of EMCOR's operations in the Middle East, South Africa and Europe.
Revenues for the three months ended March 31, 2002 decreased by $0.9 million
compared to the three months ended March 31, 2001. Substantially all of the
current projects in this operating segment are being performed by joint
ventures. The results of these operations are accounted for under the equity
method of accounting because EMCOR has less than majority ownership in foreign
joint ventures, and accordingly, revenues attributable to such joint ventures
are not reflected as revenues in the consolidated financial statements. EMCOR
continues to pursue new business selectively in these markets; however, the
availability of opportunities has been significantly reduced as a result of
local economic factors, particularly in the Middle East.
Cost of sales and Gross profit
The following table presents EMCOR's cost of sales, gross profit, and gross
profit as a percentage of revenues (in thousands, except for percentages):
For the three months ended March 31,
------------------------------------
2002 2001
---- ----
Cost of sales ................................ $720,913 $757,036
Gross profit.................................. $ 89,386 $ 80,519
Gross profit, as a percentage of revenues..... 11.0% 9.6%
Gross profit (revenues less cost of sales) increased $8.9 million for the three
months ended March 31, 2002 to $89.4 million compared to $80.5 million for the
three months ended March 31, 2001. As a percentage of revenues, gross profit
increased to 11.0% from 9.6% for the three months ended March 31, 2002 and 2001,
respectively. The dollar increase in gross profit, as well as the increase in
gross profit as a percentage of revenues, were primarily due to gross profit of
$7.5 million earned by the acquired Comfort companies, and additional gross
profits of $1.4 million attributable to other subsidiaries due to the type and
location of construction and facilities services contracts performed.
Selling, general and administrative expenses
The following table presents EMCOR's selling, general and administrative
expenses, and selling, general and administrative expenses as a percentage of
revenues (in thousands, except for percentages):
For the three months ended March 31,
------------------------------------
2002 2001
---- ----
Selling, general and administrative expenses $76,855 $68,352
Selling, general and administrative expenses,
as a percentage of revenues 9.5% 8.2%
Selling, general and administrative expenses for the three months ended March
31, 2002 increased $8.5 million. Selling, general and administrative expenses as
a percentage of revenues were 9.5% for the three months ended March 31, 2002,
compared to 8.2% for the three months ended March 31, 2001. For the three month
period ended March 31, 2002, the increase in selling, general and administrative
expense dollars and as a percentage of revenues compared to the prior year was
attributable to $5.7 million of expenses of the acquired Comfort companies, to
$1.1 million of expense for the increase in market value of the Restricted Stock
Units and to incremental overhead expenses associated with the Comfort
acquisition. The Restricted Stock Units represent units granted under a stock
bonus plan, whereby the units correspond to shares of EMCOR common stock.
Beginning in 2002, the amortization of goodwill is no longer required per
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets". Amortization expense for the three months ended March 31,
2001 was $1.3 million.
Operating income
The following table presents EMCOR's operating income, and operating income as a
percentage of segment revenues (in thousands, except for percentages):
For the three months ended March 31,
------------------------------------
% of % of
Segment Segment
2002 Revenues 2001 Revenues
---- -------- ---- -------
Operating income (loss):
United States electrical construction and facilities services $16,252 5.6% $14,648 4.4%
United States mechanical construction and facilities services 6,613 2.1% 4,613 1.6%
United States other services (918) (1,916)
------- -------
Total United States operations 21,947 3.4% 17,345 2.6%
Canada construction and facilities services (458) 627 1.7%
United Kingdom construction and facilities services (1,024) (29)
Other international construction and facilities services (275) (575)
Corporate administration (7,659) (6,522)
------- -------
Total worldwide operations 12,531 1.5% 10,846 1.3%
Other corporate items:
Interest expense (517) (2,219)
Interest income 934 1,477
------- -------
Income before income taxes $12,948 $10,104
======= =======
EMCOR had operating income of $12.5 million for the three months ended March 31,
2002 compared with operating income of $10.8 million for the three months ended
March 31, 2001. The increase of $1.7 million in operating income for the three
months ended March 31, 2002 as compared to the same period in 2001 was due
primarily to operating income of $1.8 million from the acquired Comfort
companies.
United States electrical construction and facilities services operating income
(before deduction of general corporate and other expenses discussed below) for
the three months ended March 31, 2002 was $16.3 million or 5.6% of revenues,
compared to $14.6 million or 4.4% of revenues for the three months ended March
31, 2001. The $1.7 million increase in operating income for the three months
ended March 31, 2002 compared to the same period in 2001 was primarily impacted
by steady activity from power plant and transportation infrastructure
construction projects on the west and east coasts and increased operating income
from various activities in the Salt Lake City and Ohio markets.
United States mechanical construction and facilities services operating income
for the three months ended March 31, 2002 was $6.6 million or 2.1% of revenues,
compared to $4.6 million or 1.6% of revenues for the three months ended March
31, 2001. The $2.0 million increase in operating income was attributable to (i)
results of operations for the acquired Comfort companies, (ii) power plant
construction activity on the west and east coasts, and (iii) improved results
for EMCOR's Poole & Kent subsidiary operations which had losses in the prior
year. The prior year Poole & Kent losses had been primarily attributable to its
operations in the North and South Carolina markets, where such operations have
since been significantly reduced.
United States other services operating losses were $0.9 million and $1.9 million
for the three months ended March 31, 2002 and 2001, respectively. The decrease
in operating losses was primarily attributable to an increase in gross profit
and a decrease in selling, general and administrative expenses as the operations
have become more established and thus require less overhead spending.
Canada construction and facilities services operating loss was $0.5 million
compared to $0.6 million operating income for the three months ended March 31,
2002 and 2001, respectively. The decrease in operating income in the current
period was primarily due to a reduction in the number of fast-track type jobs
versus the same period in the prior year and a slower rate of work on the
long-term contracts that result in profit recognition over a longer time period.
United Kingdom construction and facilities services operating losses for the
three months ended March 31, 2002 and 2001 was $1.0 million and $0.03 million,
respectively. The increase in operating loss for the three months ended March
31, 2002 compared to the first quarter of 2001 was attributable to the type of
jobs and locations in the current period. The facilities services business
continues to increase revenues and operating income, while the construction
market has slowed since last year.
Other international construction and facilities services operating loss was $0.3
million for the three months ended March 31, 2002 compared to operating loss of
$0.6 million for three months ended March 31, 2001. EMCOR continues to pursue
new business selectively in the Middle East, South African and European markets;
however, the availability of opportunities has been significantly reduced as a
result of local economic factors, particularly in the Middle East.
General corporate expenses for the three months ended March 31, 2002 were $7.7
million compared to $6.5 million for the three months ended March 31, 2001. The
increase in general corporate expenses was due to an increase variable
compensation cost expense over the prior year of $1.1 million due to the
increased value of the Restricted Stock Units and to incremental overhead
expenses associated with the Comfort acquisition.
Interest income (expense), net for the three months ended March 31, 2002 and
2001 was $0.4 million and ($0.7) million, respectively. Interest income
decreased $0.6 million for the three months ended March 31, 2002 compared to the
same three months in 2001 due to lower cash on hand. The interest expense
decrease for the 2002 three month period was primarily due to the conversion of
$115.0 million of EMCOR's 5.75% Convertible Subordinated Notes, net of related
deferred financing costs, into approximately 4.2 million shares of EMCOR common
stock in May and June of 2001.
The income tax provision increased to $5.7 million for the three months ended
March 31, 2002, versus $4.5 million for the same period in 2001. The increase in
this provision was primarily due to increased income before taxes. The effective
income tax rate was 44% in both periods presented.
EMCOR's backlog was $2.5 billion at March 31, 2002 and $2.4 billion at December
31, 2001. The increase in backlog was primarily due to the acquired Comfort
companies of $0.2 billion, offset partially by slight decreases in each of the
United States, the United Kingdom and Canada segments.
EMCOR's backlog at March 31, 2002 was $2.5 billion compared to $2.0 billion at
March 31, 2001. The increase was primarily attributable to the acquired Comfort
companies' backlog of $0.2 billion plus a net increase of $0.3 million for
projects awarded in the United States, the United Kingdom and Canada.
Liquidity and Capital Resources
The following table presents EMCOR's net cash provided by (used in) operating
activities, investing activities and financing activities (in thousands):
For the three months ended March 31,
2002 2001
---- ----
Net cash provided by operating activities $ 53,511 $14,376
Net cash used in investing activities $(150,438) $(3,811)
Net cash provided by financing activities $ 49,678 $ 420
EMCOR's consolidated cash balance decreased by approximately $47.3 million from
$189.8 million at December 31, 2001 to $142.5 million at March 31, 2002. Net
cash provided by operating activities of $53.5 million for the three months
ended March 31, 2002 was a $39.1 million increase from the net cash provided by
operating activities of $14.4 million in the same period last year. The increase
in net cash provided by operating activities was primarily attributable to
increased net income, decreased accounts receivable and decreased contracts in
progress, net, offset partially by decreased accounts payable. Net cash used in
investing activities of $150.4 million for the three months ended March 31, 2002
increased by $146.6 million compared to $3.8 million in the same period last
year. The increase was due primarily to payments for the acquired Comfort
companies, offset partially by a decrease in EMCOR's investments, notes and
other long-term receivables. Net cash provided by financing activities of $49.7
million was a $49.3 million increase from the net cash provided by financing
activities of $0.4 million for the three months ended March 31, 2001. The
increase in net cash provided by financing activities was attributable to
borrowings under working capital credit lines used to finance the Comfort
acquisition and proceeds from the exercise of stock options, offset by a
reduction in net repayments of long-term debt and capital lease payments.
As of March 31, 2002, EMCOR's total borrowing capacity under its revolving
credit facility was $150.0 million. EMCOR had approximately $21.4 million of
letters of credit outstanding under the revolving credit facility as of that
date. As of March 31, 2002, the amount outstanding under the revolving credit
facility was $50.0 million. There were no revolving loans outstanding as of
December 31, 2001 under the revolving credit facility.
EMCOR believes that current cash balances and borrowing capacity available under
its line of credit, combined with cash expected to be generated from operations,
will be sufficient to provide short-term and foreseeable long-term liquidity and
meet expected capital expenditure requirements.
New Accounting Pronouncements
EMCOR has adopted the following accounting standards issued by the Financial
Accounting Standards Board ("FASB"): Statement of Financial Accounting Standards
No. 141, "Business Combinations" ("SFAS 141") and Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 requires that all business combinations be accounted for using
the purchase method of accounting and that certain intangible assets acquired in
a business combination be recognized as assets apart from goodwill. SFAS 142
requires goodwill to be tested for impairment under certain circumstances, and
written down when impaired, rather than being amortized as previous standards
required. Furthermore, SFAS 142 requires purchased intangibles assets other than
goodwill to be amortized over their useful lives unless these lives are
determined to be indefinite. All companies have six months subsequent to the
date of adoption to complete the initial goodwill impairment test. EMCOR has not
yet determined if SFAS 142 will have any further impact on its existing
goodwill.
The FASB has issued Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").
SFAS 144 establishes a single accounting model based on the framework
established in Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS
121 provides accounting guidance for long-lived assets to be disposed of by
sale, and resolves significant implementation issues related to SFAS 121. This
statement also supercedes the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions", ("APB 30") for the
disposal of segment of a business. The adoption of SFAS 144, which was effective
January 1, 2002, did not have a material impact on EMCOR's results of
operations, financial position or cash flows.
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the Private Securities Reform Act of 1995, particularly
statements regarding market opportunities, market share growth, competitive
growth, gross profit, and selling, general and administrative expenses. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those in any such forward-looking
statements. Such risk and uncertainties include, but are not limited to adverse
changes in general economic conditions, including changes in the specific
markets for EMCOR's services, adverse business conditions, decreased or lack of
growth in the mechanical and electrical construction and facilities services
industries, increased competition, pricing pressures, risks associated with
foreign operations and other factors.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
There have been no new developments during the quarter ended March 31, 2002
regarding legal proceedings reported in EMCOR's Annual Report on Form 10-K for
the year ended December 31, 2001.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Incorporated by Reference
Exhibit No Description to, or Page Number
---------- ----------- -------------------------
2.1 Purchase Agreement dated as Incorporated herein by
of February 11, 2002 by and among reference to Exhibit 2.1
Comfort Systems USA, Inc. and of EMCOR's current report
EMCOR - CSI Holding Co. on Form 8-K, dated as of
February 14, 2002
10(o-3) Amendment dated as of Page
January 1, 2002 to R. Kevin Matz
Continuity Agreement
10(p-3) Amendment dated as of Page
January 1, 2002 to Mark A. Pompa
Continuity Agreement
11 Computation of Basic Note C of the Notes
EPS and Diluted EPS to the Condensed
for the three months Consolidated Financial
ended March 31, 2002 Statements.
and 2001
(b) Reports on Form 8-K dated February 14, 2002 and March 13, 2002 were filed
during the quarter ended March 31, 2002.
SIGNATURES
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 thereunto duly authorized.
EMCOR GROUP, INC.
-----------------
(Registrant)
Date: April 30, 2002 By: /s/FRANK T. MACINNIS
------------------------------------
Frank T. MacInnis
Chairman of the Board of
Directors and
Chief Executive Officer
Date: April 30, 2002 By: /s/LEICLE E. CHESSER
------------------------------------
Leicle E. Chesser
Executive Vice President
and Chief Financial Officer
Date: April 30, 2002 By: /s/ MARK A. POMPA
------------------------------------
Mark A. Pompa
Vice President and
Controller
Exhibit 10(o-3)
As of January 1, 2002
Mr. R. Kevin Matz
EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851
Dear Kevin:
Reference is made to the Continuity Agreement dated as of June 22, 1998
between EMCOR Group, Inc. and you (the "Agreement").
This is to confirm our understanding that the "two and one quarter (2-1/4)"
figure in Section 4(a) of the Agreement is hereby eliminated and the figure
"three (3)" is hereby substituted therefore.
Please sign and return a copy of this letter agreement to confirm your
agreement with the foregoing.
Very truly yours,
EMCOR GROUP, INC.
By /s/FRANK T. MACINNIS
-----------------------
Frank T. MacInnis
Chairman of the Board
and Chief Executive Officer
The foregoing is hereby confirmed and agreed to:
/s/R. KEVIN MATZ
- ----------------
R. Kevin Matz
Exhibit 10(p-3)
As of January 1, 2002
Mr. Mark A. Pompa
EMCOR Group, Inc.
101 Merritt Seven
Norwalk, CT 06851
Dear Mark:
Reference is made to the Continuity Agreement dated as of June 22, 1998
between EMCOR Group, Inc. and you (the "Agreement").
This is to confirm our understanding that the "two and one quarter (2-1/4)"
figure in Section 4(a) of the Agreement is hereby eliminated and the figure
"three (3)" is hereby substituted therefore.
Please sign and return a copy of this letter agreement to confirm your
agreement with the foregoing.
Very truly yours,
EMCOR GROUP, INC.
By /s/FRANK T. MACINNIS
--------------------
Frank T. MacInnis
Chairman of the Board
and Chief Executive Officer
The foregoing is hereby confirmed and agreed to:
/s/MARK A. POMPA
- ----------------
Mark A. Pompa