8-K

EMCOR Group, Inc. (EME)

8-K 2021-07-29 For: 2021-07-29
View Original
Added on April 04, 2026

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): July 29, 2021

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
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Norwalk, Connecticut 06851-1092
(Address of Principal Executive Offices) (Zip Code) (203) 849-7800
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(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 July 29, 2021, EMCOR Group, Inc. issued a press release disclosing results of operations for its fiscal 2021 second quarter ended June 30, 2021. 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 Press Release issued by EMCOR Group, Inc. on July 29, 2021 disclosing results of operations for its fiscal 2021 second quarter ended June 30, 2021.
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: July 29, 2021 By: /s/ ANTHONY J. GUZZI
Anthony J. Guzzi
Chairman, President and
Chief Executive Officer

Document

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EXHIBIT 99.1
FOR: EMCOR GROUP, INC.
News Release
CONTACT: R. Kevin Matz<br>Executive Vice President<br>Shared Services<br>(203) 849-7938
FTI Consulting, Inc.<br>Investors: Haskel Kwestel<br>(212) 850-5646 EMCOR GROUP, INC. REPORTS SECOND QUARTER 2021 RESULTS
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- Record Quarterly Revenues of $2.44 billion, 21.0% Increase Year-over-Year -
- Record Second Quarter Diluted EPS of $1.78 -
- Record Remaining Performance Obligations of $5.11 billion, 11.2% Increase Year-over-Year -
- Increases 2021 Revenue Guidance to approximately $9.5 billion from $9.2 billion - $9.4 billion -
- Increases 2021 Diluted EPS Guidance Range to $6.65 - $7.05 from $6.35 - $6.75 -

NORWALK, CONNECTICUT, July 29, 2021 - EMCOR Group, Inc. (NYSE: EME) today reported results for the second quarter ended June 30, 2021.

For the second quarter of 2021, net income was $97.4 million, or $1.78 per diluted share, compared to a net loss of $83.7 million, or $(1.52) per diluted share, for the second quarter of 2020. The net loss for the second quarter of 2020 included after-tax goodwill, identifiable intangible asset, and other long-lived asset impairment charges, related to our U.S. Industrial Services segment. Excluding these impairment charges, non-GAAP net income for the second quarter of 2020 was $79.2 million, or $1.44 per diluted share. Revenues for the second quarter of 2021 totaled $2.44 billion, up 21.0% from the second quarter of 2020.

Operating income for the second quarter of 2021 was $133.4 million, or 5.5% of revenues, compared to an operating loss of $122.6 million, or (6.1)% of revenues, for the second quarter of 2020. Excluding pre-tax impairment charges of $232.8 million in the prior year period, non-GAAP operating income for the second quarter of 2020 was $110.1 million, or 5.5% of revenues.

Selling, general and administrative expenses for the second quarter of 2021 totaled $242.9 million, or 10.0% of revenues, compared to $205.2 million, or 10.2% of revenues, for the second quarter of 2020.

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

The Company's income tax rate for the second quarter of 2021 was 26.8% compared to an income tax rate of (32.5)% for the second quarter of 2020.

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EMCOR Reports Second Quarter Results Page 2

Remaining performance obligations as of June 30, 2021 were $5.11 billion compared to $4.59 billion as of June 30, 2020. Total remaining performance obligations grew approximately $515.8 million year-over-year.

Tony Guzzi, Chairman, President, and Chief Executive Officer of EMCOR, commented, “The Company once again delivered exceptional performance, with record second quarter revenues, gross profit, operating income, net income, and diluted earnings per share, building upon an already strong start to the year. We achieved outstanding revenue growth of 21.0% year-over-year, 18.4% of which was organic, and our continued operational execution enabled us to deliver a healthy operating income margin of 5.5%. Despite the uncertain environment we have seen over the last year, our remaining performance obligations increased 11.2% year-over-year to a record $5.11 billion, demonstrating resilient demand for our services across our geographies and end markets.”

Mr. Guzzi added, “Our U.S. Construction segments continue to perform exceptionally well, generating combined year-over-year revenue and operating income growth in the quarter of 20.6% and 23.7%, respectively, driven by broad-based growth across our trade offerings, end market sectors, and geographic footprint. Our U.S. Building Services segment was also a highlight during the quarter, with double-digit year-over-year revenue and operating income growth of 30.4% and 13.9%, respectively, led by HVAC retrofits, particularly energy efficiency and IAQ projects, coupled with the strong performance of our commercial site-based business. Our U.S. Industrial Services segment continues to face a difficult operating environment. However, we expect performance to improve as customer inquiries and scheduling have increased as we move into 2022. Finally, we are pleased by the sustained strength in our U.K. Building Services segment, which delivered year-over-year revenue and operating income growth of 39.5% and 31.7%, respectively, during the quarter, driven by continued execution for our customers, and partially aided by favorable foreign exchange rate movement.”

Revenues for the first six months of 2021 totaled $4.74 billion, an increase of 9.9%, compared to $4.31 billion for the first six months of 2020. Net income for the first six months of 2021 was $182.1 million, or $3.32 per diluted share, compared to a net loss of $8.0 million, or $(0.14) per diluted share, for the first six months of 2020. Excluding the after-tax impact of the previously referenced impairment charges in the prior year, non-GAAP net income for the first six months of 2020 was $154.9 million, or $2.78 per diluted share.

Operating income for the first six months of 2021 was $250.4 million, representing an operating margin of 5.3%, compared to an operating loss of $16.6 million, representing an operating margin of (0.4)%, for the first six months of 2020. Excluding the prior year impairment charges, non-GAAP operating income for the first six months of 2020 was $216.1 million, representing a non-GAAP operating margin of 5.0%.

Selling, general and administrative expenses totaled $467.0 million, or 9.8% of revenues, for the first six months of 2021, compared to $432.2 million, or 10.0% of revenues, for the first six months of 2020.

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EMCOR Reports Second Quarter Results Page 3

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

Based on year-to-date performance and assuming a gradual improvement of current market conditions as the year progresses, EMCOR is raising its full-year 2021 revenue guidance to approximately $9.5 billion, an increase from the prior guidance range of $9.2 billion to $9.4 billion. The Company now also expects full-year 2021 diluted earnings per share in the range of $6.65 to $7.05, an increase from the prior guidance range of $6.35 to $6.75.

Mr. Guzzi concluded, “Our strong first half results, robust remaining performance obligations, and improved visibility are encouraging and, as a result, we are raising our full year 2021 guidance for revenue and diluted earnings per share. As always, we continue to focus on the elements of our business that we can control, protecting the health and safety of our employees, and adjusting our operations as necessary in a disciplined manner aligned with our customer commitments and opportunities. Moving forward, we will continue to execute on our balanced capital allocation strategy, utilizing our healthy balance sheet to invest in organic growth, pursue strategic acquisition opportunities, and maintain our commitment to returning capital to shareholders through share repurchases and dividends.”

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 second quarter conference call will be available live via internet broadcast today, Thursday, July 29, at 10:30 AM Eastern Daylight Time. The live call may be accessed through the Company's website at www.emcorgroup.com.

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EMCOR Reports Second Quarter Results Page 4

Forward Looking Statements:

This release contains certain forward-looking statements. Any such comments speak only as of July 29, 2021 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 or events. 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, and the impact of the COVID-19 pandemic on our revenue and operations, including employees, construction activity, and facilities utilization. Certain of the risk factors associated with EMCOR’s business are also discussed in Part I, Item 1A “Risk Factors,” of the Company’s 2020 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. Such risk factors should be taken into account in evaluating any forward-looking statements.

Non-GAAP Measures:

This release also includes certain financial measures, including non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, and non-GAAP diluted EPS, that were not prepared in accordance with U.S. generally accepted accounting principles (GAAP). Reconciliations of those non-GAAP financial measures to the most directly comparable GAAP financial measures are included in this release. 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 ongoing 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.

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EMCOR GROUP, INC.

FINANCIAL HIGHLIGHTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share information)

(Unaudited)

For the three months ended<br>June 30, For the six months ended<br>June 30,
2021 2020 2021 2020
Revenues $ 2,437,666 $ 2,014,021 $ 4,741,715 $ 4,313,853
Cost of sales 2,061,387 1,698,735 4,024,363 3,665,506
Gross profit 376,279 315,286 717,352 648,347
Selling, general and administrative expenses 242,921 205,174 466,990 432,171
Restructuring expenses 69
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets 232,750 232,750
Operating income (loss) 133,358 (122,638) 250,362 (16,643)
Net periodic pension (cost) income 922 718 1,830 1,460
Interest expense, net (1,316) (2,110) (2,679) (4,598)
Income (loss) before income taxes 132,964 (124,030) 249,513 (19,781)
Income tax provision (benefit) 35,616 (40,341) 67,220 (11,757)
Net income (loss) including noncontrolling interests 97,348 (83,689) 182,293 (8,024)
Net (loss) income attributable to noncontrolling interests (2) 169
Net income (loss) attributable to EMCOR Group, Inc. $ 97,350 $ (83,689) $ 182,124 $ (8,024)
Basic earnings (loss) per common share $ 1.79 $ (1.52) $ 3.34 $ (0.14)
Diluted earnings (loss) per common share $ 1.78 $ (1.52) $ 3.32 $ (0.14)
Weighted average shares of common stock outstanding:
Basic 54,301,466 54,937,038 54,594,208 55,467,799
Diluted 54,587,813 54,937,038 54,856,759 55,467,799
Dividends declared per common share $ 0.13 $ 0.08 $ 0.26 $ 0.16

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EMCOR GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

June 30, 2021<br>(Unaudited) December 31,<br>2020
ASSETS
Current assets:
Cash and cash equivalents $ 668,908 $ 902,867
Accounts receivable, net 2,102,735 1,922,096
Contract assets 203,353 171,956
Inventories 64,713 53,338
Prepaid expenses and other 73,645 70,679
Total current assets 3,113,354 3,120,936
Property, plant and equipment, net 155,565 158,427
Operating lease right-of-use assets 250,405 242,155
Goodwill 868,819 851,783
Identifiable intangible assets, net 587,247 582,893
Other assets 157,780 107,646
Total assets $ 5,133,170 $ 5,063,840
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and finance lease liabilities $ 16,589 $ 16,910
Accounts payable 635,803 671,886
Contract liabilities 769,959 722,252
Accrued payroll and benefits 421,767 450,955
Other accrued expenses and liabilities 243,270 247,597
Operating lease liabilities, current 55,722 53,632
Total current liabilities 2,143,110 2,163,232
Long-term debt and finance lease liabilities 259,653 259,619
Operating lease liabilities, long-term 211,483 205,362
Other long-term obligations 427,747 382,383
Total liabilities 3,041,993 3,010,596
Equity:
Total EMCOR Group, Inc. stockholders’ equity 2,090,475 2,052,668
Noncontrolling interests 702 576
Total equity 2,091,177 2,053,244
Total liabilities and equity $ 5,133,170 $ 5,063,840

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EMCOR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2021 and 2020

(In thousands) (Unaudited)

2021 2020
Cash flows - operating activities:
Net income (loss) including noncontrolling interests $ 182,293 $ (8,024)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization 24,110 23,220
Amortization of identifiable intangible assets 30,996 29,404
Provision for credit losses 5,536 4,957
Deferred income taxes (1,355) (19,942)
Non-cash expense for impairment of goodwill, identifiable intangible assets, and other long-lived assets 232,750
Non-cash share-based compensation expense 5,850 5,960
Other reconciling items (397) 868
Changes in operating assets and liabilities, excluding the effect of businesses acquired (254,005) 7,550
Net cash (used in) provided by operating activities (6,972) 276,743
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired (55,846) (3,194)
Proceeds from sale or disposal of property, plant and equipment 1,445 824
Purchases of property, plant and equipment (16,734) (25,951)
Distributions from unconsolidated entities 196
Net cash used in investing activities (70,939) (28,321)
Cash flows - financing activities:
Proceeds from revolving credit facility 200,000
Repayments of revolving credit facility (250,000)
Proceeds from long-term debt 300,000
Repayments of long-term debt and debt issuance costs (257,549)
Repayments of finance lease liabilities (2,228) (2,354)
Dividends paid to stockholders (14,236) (8,888)
Repurchases of common stock (138,030) (99,048)
Taxes paid related to net share settlements of equity awards (3,771) (2,550)
Issuances of common stock under employee stock purchase plan 3,561 3,228
Payments for contingent consideration arrangements (2,338) (4,070)
Distributions to noncontrolling interests (43) (70)
Net cash used in financing activities (157,085) (121,301)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,222 (4,701)
(Decrease) increase in cash, cash equivalents, and restricted cash (233,774) 122,420
Cash, cash equivalents, and restricted cash at beginning of year (1) 903,562 359,920
Cash, cash equivalents, and restricted cash at end of period (2) $ 669,788 $ 482,340

_________

(1)Includes $0.7 million and $1.1 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.

(2)Includes $0.9 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of June 30, 2021 and 2020.

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EMCOR GROUP, INC.

SEGMENT INFORMATION

(In thousands) (Unaudited)

For the three months ended<br>June 30,
2021 2020
Revenues from unrelated entities:
United States electrical construction and facilities services $ 489,487 $ 410,388
United States mechanical construction and facilities services 958,686 790,441
United States building services 624,456 478,982
United States industrial services 235,163 241,093
Total United States operations 2,307,792 1,920,904
United Kingdom building services 129,874 93,117
Total operations $ 2,437,666 $ 2,014,021
For the six months ended<br>June 30,
--- --- --- --- ---
2021 2020
Revenues from unrelated entities:
United States electrical construction and facilities services $ 945,655 $ 872,191
United States mechanical construction and facilities services 1,862,611 1,624,553
United States building services 1,206,295 1,006,593
United States industrial services 470,545 605,022
Total United States operations 4,485,106 4,108,359
United Kingdom building services 256,609 205,494
Total operations $ 4,741,715 $ 4,313,853

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EMCOR GROUP, INC.

SEGMENT INFORMATION

(In thousands) (Unaudited)

For the three months ended<br>June 30,
2021 2020
Operating income (loss):
United States electrical construction and facilities services $ 42,705 $ 31,626
United States mechanical construction and facilities services 79,259 66,937
United States building services 30,310 26,615
United States industrial services (208) 3,282
Total United States operations 152,066 128,460
United Kingdom building services 7,047 5,351
Corporate administration (25,755) (23,699)
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750)
Total operations 133,358 (122,638)
Other items:
Net periodic pension (cost) income 922 718
Interest expense, net (1,316) (2,110)
Income (loss) before income taxes $ 132,964 $ (124,030)
For the six months ended<br>June 30,
--- --- --- --- ---
2021 2020
Operating income (loss):
United States electrical construction and facilities services $ 82,969 $ 71,938
United States mechanical construction and facilities services 144,209 112,108
United States building services 59,644 47,876
United States industrial services (2,651) 18,707
Total United States operations 284,171 250,629
United Kingdom building services 16,458 11,115
Corporate administration (50,267) (45,568)
Restructuring expenses (69)
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750)
Total operations 250,362 (16,643)
Other items:
Net periodic pension (cost) income 1,830 1,460
Interest expense, net (2,679) (4,598)
Income (loss) before income taxes $ 249,513 $ (19,781)

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EMCOR GROUP, INC.

RECONCILIATION OF 2021 AND 2020 NON-GAAP OPERATING INCOME AND NON-GAAP OPERATING MARGIN

(In thousands) (Unaudited)

In our press release, we provide non-GAAP operating income and non-GAAP operating margin for the three and six months ended June 30, 2020. The following tables provide a reconciliation between operating income and operating margin determined on a non-GAAP basis to the most directly comparable GAAP measures for such periods.

For the three months ended<br>June 30, For the six months ended<br>June 30,
2021 2020 2021 2020
GAAP operating income (loss) $ 133,358 $ (122,638) $ 250,362 $ (16,643)
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets 232,750 232,750
Non-GAAP operating income $ 133,358 $ 110,112 $ 250,362 $ 216,107
For the three months ended<br>June 30, For the six months ended<br>June 30,
--- --- --- --- --- --- --- --- ---
2021 2020 2021 2020
GAAP operating margin 5.5 % (6.1) % 5.3 % (0.4) %
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets % 11.6 % % 5.4 %
Non-GAAP operating margin 5.5 % 5.5 % 5.3 % 5.0 %

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EMCOR GROUP, INC.

RECONCILIATION OF 2021 AND 2020 NON-GAAP NET INCOME

(In thousands) (Unaudited)

In our press release, we provide non-GAAP net income for the three and six months ended June 30, 2020. The following table provides a reconciliation between net income determined on a non-GAAP basis to the most directly comparable GAAP measure for such periods.

For the three months ended<br>June 30, For the six months ended<br>June 30,
2021 2020 2021 2020
GAAP net income (loss) $ 97,350 $ (83,689) $ 182,124 $ (8,024)
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets 232,750 232,750
Tax effect of impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (69,865) (69,865)
Non-GAAP net income $ 97,350 $ 79,196 $ 182,124 $ 154,861

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EMCOR GROUP, INC.

RECONCILIATION OF 2021 AND 2020 NON-GAAP DILUTED EARNINGS PER SHARE

(In thousands) (Unaudited)

In our press release, we provide non-GAAP diluted earnings per common share for the three and six months ended June 30, 2020. The following table provides a reconciliation between diluted earnings per common share determined on a non-GAAP basis to the most directly comparable GAAP measure for such periods.

For the three months ended<br>June 30, For the six months ended<br>June 30,
2021 2020 2021 2020
GAAP diluted earnings (loss) per common share $ 1.78 $ (1.52) $ 3.32 $ (0.14)
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets 4.22 4.18
Tax effect of impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (1.27) (1.25)
Non-GAAP diluted earnings per common share $ 1.78 $ 1.44 $ 3.32 $ 2.78

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