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| EME > SEC Filings for EME > Form 10-K on 26-Feb-2013 | All Recent SEC Filings |
26-Feb-2013
Annual Report
2012 2011 2010
Revenues $ 6,346.7 $ 5,613.5 $ 4,852.0
Revenues increase (decrease) from prior year 13.1 % 15.7 % (7.2 )%
Impairment loss on goodwill and identifiable
intangible assets $ - $ 3.8 $ 246.1
Operating income (loss) $ 250.0 $ 210.8 $ (26.5 )
Operating income (loss) as a percentage of revenues 3.9 % 3.8 % (0.5 )%
Income (loss) from continuing operations $ 148.9 $ 124.6 $ (81.8 )
Net income (loss) attributable to EMCOR Group, Inc. $ 146.6 $ 130.8 $ (86.7 )
Diluted earnings (loss) per common share from
continuing operations $ 2.16 $ 1.78 $ (1.30 )
Net cash provided by operating activities $ 184.4 $ 149.4 $ 69.5
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We remain cautiously optimistic regarding some of our end user markets inasmuch
as revenues, operating income and operating margins (operating income as a
percentage of revenues) showed an increase from 2011 levels. We continue to
experience excellent large project execution and see an increased demand for
some of our offerings, including those within the industrial and oil and gas
markets. In addition, we added a company in 2012 to our portfolio of companies,
which expands and further strengthens our service offerings to new and existing
customers. Despite these trends, we continue to see a very competitive
marketplace in which there are a significant number of bidders willing to work
at extremely low margins on any given project. However, we continue to replace
our backlog with profitable work that delivers cost effective solutions and
value to our customers throughout the United States and the United Kingdom.
Additionally, we continue to integrate and refocus one of our 2011 acquisitions
to deliver more consistent operating results.
The increase in 2012 revenues compared to 2011 was primarily attributable to:
(a) higher revenues across all of our business segments, excluding the effect of
acquisitions, and (b) incremental revenues of approximately $303.9 million
attributable to companies acquired in 2012 and 2011, which are reported within
our United States mechanical construction and facilities services segment and
our United States facilities services segment.
Our increase in operating income and operating margin for 2012, when compared to
2011, was primarily a result of: (a) higher operating income and operating
margin from our United States electrical construction and facilities services
segment, (b) higher operating income and operating margin from our United States
facilities services segment, excluding operating income from acquisitions in
2011, and (c) higher operating income from our United States mechanical
construction and facilities services segment, excluding the effect of our 2012
and 2011 acquisitions. Companies acquired in 2012 and 2011, which are reported
within our United States mechanical construction and facilities services segment
and our United States facilities services segment, in the aggregate, contributed
approximately $2.3 million to operating income, including $5.1 million of
amortization expense attributable to identifiable intangible assets included in
cost of sales and selling, general and administrative expenses. The 2012
increase in operating income was partially offset by lower operating income and
operating margin from our United Kingdom operations. Net cash provided by
operating activities of $184.4 million in 2012 increased, when compared to 2011,
primarily due to improved operating results and changes in our working capital.
We acquired one company during 2012 for an immaterial amount. The results of the
acquired company, which primarily provides mechanical construction services,
have been included in our United States mechanical construction and facilities
services segment; the acquired company expands our service capabilities into new
geographic and technical areas. The acquisition is not material to our results
of operations for the periods presented.
Operating Segments
Our reportable segments reflect certain reclassifications of prior year amounts
from our United States mechanical construction and facilities services segment
to our United States facilities services segment due to changes in our internal
reporting structure.
We have the following reportable segments which provide services associated with
the design, integration, installation, start-up, operation and maintenance of
various systems: (a) United States electrical construction and facilities
services (involving systems for electrical power transmission and distribution;
premises electrical and lighting systems; low-voltage systems, such as fire
alarm, security and process control; voice and data communication; roadway and
transit lighting; and fiber optic lines); (b) United States mechanical
construction and facilities services (involving systems for heating,
ventilation, air conditioning, refrigeration and clean-room process ventilation;
fire protection; plumbing, process and high-purity piping; controls and
filtration; water and wastewater treatment; central plant heating and cooling;
cranes and rigging; millwrighting; and steel fabrication, erection and welding);
(c) United States facilities services; (d) United Kingdom construction and
facilities services; and (e) Other international construction and facilities
services. The segment "United States facilities services" principally consists
of those operations which provide a portfolio of services needed to support the
operation and maintenance of customers' facilities (industrial maintenance and
services; outage services to utilities and industrial plants; commercial and
government site-based operations and maintenance; military base operations
support services; mobile maintenance and services; floor care and janitorial
services; landscaping, lot sweeping and snow removal; facilities management;
vendor management; call center services; installation and support for building
systems; program development, management and maintenance for energy systems;
technical consulting and diagnostic services; infrastructure and building
projects for federal, state and local governmental agencies and bodies; small
modification and retrofit projects; and retrofit projects to comply with clean
air laws), which services are not generally related to customers' construction
programs. The United Kingdom and Other international construction and facilities
services segments perform electrical construction, mechanical construction and
facilities services. In August 2011, we sold our Canadian subsidiary, which
represented our Canada construction segment and which performed electrical
construction and mechanical construction. Our "Other international construction
and facilities services" segment consisted of our equity interest in a Middle
East venture, which interest we sold in June 2010.
Discussion and Analysis of Results of Operations
Revenues
As described in more detail below, revenues for 2012 were $6.3 billion compared
to $5.6 billion for 2011 and $4.9 billion for 2010. The increase in revenues for
2012 compared to 2011 was primarily attributable to: (a) increased revenues from
all of our operating segments, excluding incremental revenues attributable to
acquisitions in 2012 and 2011, and (a) incremental revenues of approximately
$303.9 million generated by companies acquired in 2012 and 2011, which are
reported within our United States mechanical construction and facilities
services segment and our United States facilities services segment. An increase
in revenues at our United Kingdom operations was offset by a decrease of $6.5
million relating to the effect of unfavorable exchange rates for the British
pound versus the United States dollar. While overall revenues have increased, we
continue to be disciplined in a very competitive marketplace by only accepting
work that we believe can be performed at a reasonable margin.
The increase in revenues for 2011 compared to 2010 was primarily attributable
to: (a) incremental revenues of approximately $407.1 million generated by
companies acquired in 2011 and 2010, which are reported within our United States
facilities services and our United States mechanical construction and facilities
services segments, (b) increased revenues in our United States facilities
services segment, excluding incremental revenues attributable to acquisitions in
2011 and 2010, particularly within our industrial services, mobile mechanical
services and government services markets, and (c) an increase in revenues from
our United Kingdom operations. The results of our United Kingdom operations were
also impacted by an increase of $18.3 million relating to the effect of
favorable exchange rates for the British pound versus the United States dollar.
Our backlog at December 31, 2012 was $3.37 billion compared to $3.33 billion of
backlog at December 31, 2011. This slight increase in backlog, excluding the
effect of acquisitions, was primarily attributable to: (a) an increase in
contracts awarded for work in all of our domestic segments and (b) an increase
of $27.7 million in backlog associated with a company acquired in 2012, which is
included in our United States mechanical construction and facilities services
segment. This increase was partially offset by lower backlog within our United
Kingdom segment. Backlog increases with awards of new contracts and decreases as
we perform work on existing contracts. Backlog is not a term recognized under
United States generally accepted accounting principles; however, it is a common
measurement used in our industry. Backlog includes unrecognized revenues to be
realized from uncompleted construction contracts plus unrecognized revenues
expected to be realized over the remaining term of facilities services
contracts. If the remaining term of a facilities services contract exceeds 12
months, the unrecognized revenues attributable to such contract included in
backlog are limited to only the next 12 months of revenues.
The following table presents our revenues for each of our operating segments and the approximate percentages that each segment's revenues were of total revenues for the years ended December 31, 2012, 2011 and 2010 (in millions, except for percentages):
% of % of % of
2012 Total 2011 Total 2010 Total
Revenues from unrelated entities:
United States electrical construction
and facilities services $ 1,211.7 19 % $ 1,155.1 21 % $ 1,158.9 24 %
United States mechanical construction
and facilities services 2,296.4 36 % 1,917.4 34 % 1,720.2 35 %
United States facilities services 2,299.8 36 % 2,012.0 36 % 1,510.5 31 %
Total United States operations 5,807.9 92 % 5,084.5 91 % 4,389.6 90 %
United Kingdom construction and
facilities services 538.8 8 % 529.0 9 % 462.4 10 %
Other international construction and
facilities services - - - - - -
Total worldwide operations $ 6,346.7 100 % $ 5,613.5 100 % $ 4,852.0 100 %
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Revenues of our United States electrical construction and facilities services
segment were $1,211.7 million for the year ended December 31, 2012 compared to
revenues of $1,155.1 million for the year ended December 31, 2011. This increase
in revenues was primarily attributable to higher levels of work from industrial,
institutional and commercial construction projects, partially offset by a
decrease in revenues from healthcare, transportation and hospitality
construction projects.
Revenues of our United States electrical construction and facilities services
segment were $1,155.1 million for the year ended December 31, 2011 compared to
revenues of $1,158.9 million for the year ended December 31, 2010. This slight
decrease in revenues was primarily attributable to a decline in revenues from
hospitality construction projects, as we substantially completed work on a major
project, and lower revenues from transportation construction projects. The
decrease was mostly offset by increased revenues from industrial, commercial,
and water and wastewater construction projects.
Our United States mechanical construction and facilities services segment
revenues for the year ended December 31, 2012 were $2,296.4 million, a $379.0
million increase compared to revenues of $1,917.4 million for the year ended
December 31, 2011. This increase in revenues was primarily attributable to: (a)
an increase in revenues from industrial, commercial and transportation
construction projects, excluding the effect of acquisitions made in 2012 and
2011, and (b) incremental revenues of approximately $128.6 million generated by
companies acquired in 2012 and 2011, partially offset by a decrease in revenues
from healthcare, institutional, hospitality and water and wastewater
construction projects.
Our United States mechanical construction and facilities services segment
revenues for the year ended December 31, 2011 were $1,917.4 million, a $197.2
million increase compared to revenues of $1,720.2 million for the year ended
December 31, 2010. This increase in revenues was primarily attributable to
incremental revenues of approximately $186.4 million generated by a company
acquired in 2011. Revenues from this segment for the year ended December 31,
2011, excluding incremental revenues attributable to the 2011 acquisition made
in this segment, also increased compared to the same period in 2010. This slight
increase in revenues was primarily attributable to increased work on commercial
and industrial construction projects, offset in part by a decline in revenues
from hospitality construction projects, as we substantially completed work on a
major project, and a decline in water and wastewater construction projects.
Revenues of our United States facilities services segment were $2,299.8 million
and $2,012.0 million in 2012 and 2011, respectively. This increase in revenues
was primarily attributable to incremental revenues of approximately $175.3
million generated by companies acquired in 2011, which perform facilities
maintenance services and mobile mechanical services, and from an increase in
revenues at: (a) our industrial services operations, which have seen a continued
increase in demand for our services in the refinery market, (b) our commercial
site-based operations, excluding the effect of the acquisition made in 2011,
primarily the result of new project awards, and (c) our government services
operations, primarily due to new contract awards and organic growth in the
medical facilities services portfolio. This increase was partially offset by a
decrease in revenues from our energy services operations primarily as a result
of the loss of a contract at the end of 2011.
Revenues of our United States facilities services segment were $2,012.0 million
and $1,510.5 million in 2011 and 2010, respectively. This increase in revenues
was primarily attributable to incremental revenues of approximately $220.7
million generated by companies acquired in 2011 and 2010, which perform
facilities maintenance services, government infrastructure contracting services
and mobile mechanical services, and to an increase in revenues at: (a) our
industrial services operations, which have seen an increase in demand for our
services in the refinery and petrochemical markets, (b) our mobile mechanical
services, excluding revenues attributable to acquisitions made in 2011 and 2010,
reflecting an increase in demand for our repair services,
controls installation and small project work and (c) our government services
operations, due to new project awards. Additionally, a contract amendment with a
client resulted in an increase in revenues as the new terms and conditions
required us to act as a principal and no longer as the client's agent.
Our United Kingdom construction and facilities services segment revenues were
$538.8 million in 2012 compared to $529.0 million in 2011. This increase in
revenues was primarily attributable to growth in revenues in our facilities
services business as a result of an expansion in scope of contracts with our
existing customers in the commercial and transportation markets, partially
offset by a decrease in revenues from our United Kingdom construction business
as a result of lower volume from institutional and healthcare construction
projects and a decrease of $6.5 million relating to the effect of unfavorable
exchange rates for the British pound versus the United States dollar.
Our United Kingdom construction and facilities services segment revenues were
$529.0 million in 2011 compared to $462.4 million in 2010. This increase in
revenues was primarily attributable to growth in revenues from our facilities
services business as a result of an expansion in scope of contracts with our
existing customers in the commercial market. This increase was also partly
attributable to an increase of $18.3 million relating to the effect of favorable
exchange rates for the British pound versus the United States dollar.
Other international construction and facilities services activities consisted of
a venture in the Middle East. The results of the venture were accounted for
under the equity method of accounting. In June 2010, we sold our equity interest
in a Middle East venture to our partner in the venture. As a result of this
sale, we received $7.9 million and recognized a pretax gain in this amount,
which is classified as a "Gain on sale of equity investment" on the Consolidated
Statement of Operations.
Cost of sales and Gross profit
The following table presents cost of sales, gross profit (revenues less cost of
sales), and gross profit margin (gross profit as a percentage of revenues) for
the years ended December 31, 2012, 2011 and 2010 (in millions, except for
percentages):
2012 2011 2010
Cost of sales $ 5,540.3 $ 4,879.5 $ 4,158.4
Gross profit $ 806.4 $ 733.9 $ 693.5
Gross profit margin 12.7 % 13.1 % 14.3 %
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Our gross profit for the year ended December 31, 2012 was $806.4 million, an
increase of $72.4 million compared to the gross profit for the year ended
December 31, 2011 of $733.9 million. The increase in gross profit was primarily
attributable to: (a) companies acquired in 2012 and 2011 reported within our
United States mechanical construction and facilities services segment and our
United States facilities services segment, which contributed approximately $29.2
million to gross profit, net of amortization expense attributable to
identifiable intangible assets of $0.2 million, (b) our United States facilities
services segment, excluding gross profit from acquisitions made in 2011,
primarily due to our industrial services operations, (c) our United States
electrical construction and facilities services segment and (d) our United
States mechanical construction and facilities services segment, excluding the
gross profit from companies acquired in 2012 and 2011. These increases were
partially offset by lower gross profit from our United Kingdom operations, whose
construction business experienced several project write-downs. The increase in
gross profit was also negatively impacted by changes in the exchange rates for
the British pound versus the United States dollar.
Our gross profit margin was 12.7% for 2012 compared to 13.1% for 2011. The
decrease in gross profit margin was primarily the result of lower gross profit
margin at: (a) our United States mechanical construction and facilities services
segment, primarily as a result of the favorable resolution in 2011 of various
uncertainties on projects and the settlement of a long outstanding construction
claim, (b) our United States facilities services segment, partially attributable
to the margin dilutive impact of an acquisition in 2011, and (c) our United
Kingdom operations, as a result of the operating loss from its construction
business. The decrease in gross profit margin in 2012 was partially offset by
higher gross profit margin at our United States electrical construction and
facilities services segment, primarily as a result of: (a) the favorable
resolution of a long outstanding construction claim on a water and wastewater
construction project and (b) higher margins from certain other construction
projects, as a result of claim settlements and better than anticipated project
execution on other contracts.
Our gross profit for the year ended December 31, 2011 was $733.9 million, an
increase of $40.4 million compared to the gross profit for the year ended
December 31, 2010 of $693.5 million. The increase in gross profit was primarily
attributable to: (a) companies acquired in 2011 and 2010 within our United
States mechanical construction and facilities services and our United States
facilities services segments, which contributed approximately $38.5 million to
gross profit, net of amortization expense of $4.6 million attributable to
identifiable intangible assets, (b) our United States facilities services
segment, excluding gross profit from acquisitions in 2011 and 2010, primarily
due to our industrial services operations and (c) our United States electrical
construction and facilities services segment. The increase in gross profit was
also attributable to an increase of $1.9 million relating
to the effect of favorable exchange rates for the British pound versus the
United States dollar. These increases were partially offset by lower gross
profit and gross profit margin from: (a) our United States mechanical
construction and facilities services segment, excluding gross profit from the
2011 acquisition in this segment, primarily as a result of lower margin work
acquired during the then economic slow down and (b) our United Kingdom
operations, whose construction business experienced project write-downs. Gross
profit and gross profit margin for 2010 were favorably impacted by the
resolution of long outstanding legal claim on a healthcare construction project
in our United States mechanical construction and facilities services segment and
the receipt of a contract termination fee pursuant to the terms of a contract in
our United Kingdom operations. Additionally in 2010, we recognized a pretax gain
of $4.5 million by our energy services operations within our United States
facilities services segment from the sale of our interest in a venture, which
gain is classified as a component of "Cost of sales" on the Consolidated
Statements of Operations.
Our gross profit margin was 13.1% for 2011 compared to 14.3% for 2010. The
decrease in gross profit margin was primarily the result of lower gross profit
margin at: (a) our United States mechanical construction and facilities services
segment (excluding gross profit margin attributable to the 2011 acquisition in
this segment) for reasons discussed in the preceding paragraph, (b) our United
States facilities services segment, partially attributable to acquisitions made
in 2011 and 2010, and the contract amendment mentioned above and (c) our United
Kingdom operations. Additionally in 2010, we recognized a pretax gain of $4.5
million by our energy services operations within our United States facilities
services segment as discussed in the preceding paragraph. This decrease in gross
profit margin in 2011 was partially offset by higher gross profit margin at our
United States electrical construction and facilities services segment, primarily
as a result of: (a) the favorable resolution of uncertainties upon the
substantial completion of a hospitality construction project and (b) higher
margins from certain transportation construction projects, as a result of claim
settlements and better than anticipated project execution on other contracts.
Selling, general and administrative expenses
The following table presents selling, general and administrative expenses, and
selling, general and administrative expenses as a percentage of revenues, for
the years ended December 31, 2012, 2011 and 2010 (in millions, except for
percentages):
2012 2011 2010
Selling, general and administrative expenses $ 556.2 $ 518.1 $ 472.1
Selling, general and administrative expenses as a
percentage of revenues 8.8 % 9.2 % 9.7 %
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Our selling, general and administrative expenses for the year ended December 31, 2012 were $556.2 million, a $38.1 million increase compared to selling, general and administrative expenses of $518.1 million for the year ended December 31, 2011. This increase was primarily attributable to: (a) $26.9 million of incremental expenses directly related to companies acquired in 2012 and 2011, including amortization expense attributable to identifiable intangible assets of $4.9 million, and (b) higher employee related costs such as incentive compensation and employee benefits, partially as a result of improved results and share-based compensation costs. This increase was partially offset by: (a) the $6.4 million reversal of contingent consideration accruals relating to acquisitions made prior to 2012 and (b) a decrease in professional fees, as we had incurred $4.7 million of transaction costs associated with an acquisition made in 2011. Selling, general and administrative expenses as a percentage of revenues decreased for 2012 compared to 2011, primarily related to our ability to increase revenues at a greater rate than the increase in overhead costs. Our selling, general and administrative expenses for the year ended December 31, 2011 were $518.1 million, a $46.0 million increase compared to selling, general and administrative expenses of $472.1 million for the year ended December 31, 2010. This increase was primarily attributable to: (a) $35.2 million of incremental expenses directly related to companies acquired in 2011 and 2010, including amortization expense of $7.9 million attributable to identifiable intangible assets, and (b) transaction costs of $4.7 million associated with an acquisition made in 2011, partially offset by the $2.8 million reversal of contingent consideration accruals relating to acquisitions made prior to 2011. . . .
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