EMCOR Group Inc (EME) 2012 Q4 法說會逐字稿

Good morning. My name is Sylvia, and I will be your conference operator today. At this time I would like to welcome everyone to the EMCOR Group fourth-quarter 2012 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. (Operator Instructions). Thank you.

I will now turn the call over to Mr. Eric Boyriven of FTI Consulting. Mr. Boyriven, you may begin your conference.

Thank you. Good morning, everyone, and welcome to the EMCOR Group conference call. We're here to discuss the Company's 2012 fourth-quarter and full-year results which were reported this morning.

I would now like to turn the call over to Kevin Matz, Executive Vice President of Shared Services, who will introduce management. Kevin, please go ahead.

Thank you, Eric, and good morning, everyone. Welcome to EMCOR Group's earnings conference call for the fourth quarter of 2012. For those of you who are accessing the call via the Internet and our website, welcome to you, and we hope you have arrived at the beginning of a slide presentation that will accompany our remarks today. Hopefully everyone is on slide 2.

Slide 2 depicts the executives who are with me to discuss the quarter and 12 months results. They are Tony Guzzi, President and Chief Executive Officer; Mark Pompa, Executive Vice President and Chief Financial Officer; Mava Heffler, Vice President, Marketing and Communications; and our Executive Vice President and General Counsel, Sheldon Cammaker.

For participants who are not accessing the conference call via the Internet, this presentation, including the slides, will be archived in the Investor Relations section of our website, under Presentations. You can find us at emcorgroup.com.

Before we begin, I want to remind you that this discussion may contain certain forward-looking statements. Any such statements are based upon information available to EMCOR management's perception as of this date. And EMCOR assumes no obligation to update any such forward-looking statements.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Accordingly, these statements are no guarantee of future performance. Such 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 services, adverse business conditions, increased competition, mix of business, and risks associated with foreign operations.

Certain of the risks and factors associated with EMCOR's business are also discussed in the Company's 2012 Form 10-K, and in other reports filed from time to time with the Securities and Exchange Commission.

With that out of the way, please let me turn the call over to Tony. Tony?

Thanks, Kevin, and welcome, everyone, to our fourth-quarter call. As we finish our review of Q4 2012, and cover full-year 2012, it was a pretty good year for EMCOR. We earned $0.68 per share in Q4 versus $0.53 from the year-ago period. It's our strongest quarter since Q4 2008.

We had this performance in the face of a very tough and uneven non-residential construction market. What I'm going to do here in the opening, is I'm going to cover some of the Q4 numbers briefly, as Mark will cover those numbers in detail.

For Q4, it was very good. Revenues at one $1.6 billion, up 6.2% versus prior year, and up 4.3% organically. And that's coming off of a pretty tough compare in Q4 2011, as we had 7.3% growth then. We converted at 4.9% operating margins; and, as usual, we kept costs in check and had very good SG&A leverage of 9.3% versus 9.7% in the same period a year ago. Good quarter.

And we took the time in the quarter to position our businesses for next year. Our mechanical and electrical segments, when you combine them, had 8.7% operating margins versus 8% a year ago. EFS was flat at 3.8%. However, we took action in Q4 to trim our commercial site-based portfolio in the quarter; and we moved our government construction business into our mechanical segment, now that we have developed a Southeast presence with the acquisition of Bahnson over almost 2 years ago.

These actions cost us some money in the quarter, and about netted against -- out against some earnout reversals. We feel much better about our commercial site-based business going out of the quarter and out of the year, and believe we will see the traction we built throughout 2012 -- and especially in Q4 -- as we move into 2013 and Q1.

For the year we made $2.16 a share from continuing operations. And the comparative number for last year, when adding back the impairment and the USM cost, was $1.87. We had revenues of $6.34 billion in 2012 versus $5.6 billion a year ago, and that was buttressed by 7.6% organic growth.

We exit the year with operating margins of 3.9%, which are basically flat versus the year-ago period. Supporting those operating margins is very good cost discipline, as we leveraged our cost structure, as SG&A dropped to 8.8% of sales, versus 9.2% in the year ago -- in 2011. We generated $184 million of cash, which was 126% of net income. And as a result, we have very good quality of earnings.

So, how do we continue to grow our earnings and perform well in a market that is weak and lacks any clear direction? It's also important to remember that some of our most important markets are down 25% to 30%, and in some cases -- like the hospitality market -- even more, below 2007 levels; and trade unemployment remains very high in some important geographic markets.

We did this through just plain old good execution, led by the performance in our domestic construction market business, which is our mechanical and electrical segments. Our electrical and mechanical segment, combined, grew almost 14.2%, with 90% of that growth coming organically. The growth came from our industrial and high-tech work combined with the return to some level of activity in the moribund midsized commercial market. And that's happened over the last eight quarters.

On a combined basis, operating margins finished the year at 6.4%, which is only 10 basis points below 2011. EFS had a 20 basis point improvement, from 3.6% to 3.8% in the year. However, I tend to look at this as two halves. In the first half, we performed at a meager 2.5% operating margin. In the second half of the year, we performed at 4.5%. And we believe that's more in decades of the potential in the business. And we have not backed off, achieving 5% operating margins over the next 18 months or so, at the segment level.

Our industrial and refinery service business had a very good year. Our government service operations, those performing maintenance, had a solid year. Mechanical service improved. And commercial site-based basically breakeven, and that's our opportunity to improve. We stated we were 12 to 18 months behind where we wanted to be at USM. And that turned out to be true. But as we exit the year, we believe that our whole commercial site business will finally start to show the results we expect from 12 to 18 months ago. We did a lot of work in 2012 and accelerated even more actions at the end of the year to position the site-based business for better performance in 2013.

The UK remains a business in transition. Facilities performed well; construction continues to execute a painful and expensive reshaping. It is not a simple task to downsize and restructure a UK business; and, specifically, a UK construction business. But we are more than 50% of the way through it now. Our backlog is up slightly to $3.3 billion, but the underlying business has pockets of strength in industrial and commercial. The portfolio is shaping in our UK construction and EFS commercial site-based operation result of a backlog reduction of about $100 million, and that was planned. And we know that that backlog had little to no profit in it. We leave 2012 with an outstanding balance sheet; have low leverage; and have $605 million of cash on the balance sheet. We returned $58 million in cash to investors through regular dividends, a special dividend, and share repurchases in 2012.

Overall, I think we can say we had a very good 2012. For the most part, we executed very well and were led by great people throughout the Company. And we had thoughtful and tough-minded actions that will continue to position us for long-term success.

And with that, I'll turn it over to Mark to cover the financials in detail.

Thank you, Tony, and good morning to everyone participating today. For those of you participating via the webcast, we are now on slide 5. As typical, I will begin with certain highlights of our fourth-quarter 2012 results before moving to year-to-date financial information derived from our consolidated financial statements, including both our earnings release announcement and Form 10-K filed with the Securities and Exchange Commission earlier this morning.

So, let's begin. Consolidated revenues of $1.61 billion in the quarter are up 6.2% from 2011. Organic revenue growth in the quarter is 4.3%. All reporting segments, other than our UK segment, reported positive revenue growth during the fourth quarter. Quarterly revenues attributable to businesses acquired -- $28.4 million, primarily impacted our US mechanical construction services segment during the quarter. Domestic electrical revenues increased 5.8%. Domestic mechanical quarterly revenues increased 15.7%. Facilities services quarterly revenue increased 1.5%. And our UK segment revenues decreased 6.9%.

Revenue growth within the domestic construction segments can be attributed to increased activity within the industrial and commercial market sectors; while the growth within domestic facilities services is predominantly due to higher revenues from our industrial and commercial service businesses. Consistent with last quarter, the decrease in revenues from our UK segment is the result of our continuing plans to deemphasize our engineering and construction operations and focus on the facilities services businesses.

Selling, general and administrative expenses increased $1.6 million within the quarter, inclusive $2.8 million in incremental SG&A from those acquisitions completed during 2012, inclusive of amortization expense. As a percentage of revenues, SG&A in quarter four is 9.3%, which represents a 40 basis point reduction from last year's quarter four percentage of 9.7%.

Please turn to slide 6. Operating income of $78.9 million represents 4.89% of revenues in comparison to $62.4 million of operating income, and 4.11% of revenues in 2011's fourth quarter. All reporting segments, other than EMCOR UK, reported increases in operating income quarter-over-quarter. Excluding 2011's quarter-four $3.8 million non-cash impairment charge, our fourth-quarter 2011 operating margin would have been 4.36%.

Operating margins by reporting segment are as follows -- US electrical, 10.6% compared to 9.2%; US mechanical, 7.7% as compared to 7.3%; deriving total US construction for 2000 (sic - see slides, 2012) fourth-quarter 2012 of 8.7%, as compared to 8.0% in the comparable 2011 quarter. US facilities services, 3.8% as compared to 3.8% in the prior year. Total US operations of 6.7% operating margin as compared to 6.2% in the fourth quarter of 2011. And, as previously mentioned, EMCOR UK had a negative 1.5% operating margin compared to slightly breakeven in 2011.

Our fourth-quarter US electrical construction services segment operating margins of 10.6% were of improved from the year-ago quarter's 9.2% of revenues, and benefited from profits recognizing several projects within the industrial, water and wastewater, and commercial market sectors. 2012's fourth-quarter US mechanical construction services segment results were up 40 basis points quarter-over-quarter. Facilities services operating margins were flat quarter-over-quarter, despite improved performance from our industrial service and mechanical services divisions. As Tony previously mentioned, the government and commercial site-based services performance within the quarter were below our expectations. Additionally, the segments results benefited from an incremental reduction in the liability for contingent consideration, related to certain acquisition earnout arrangements greater than those amounts recorded in the fourth quarter of 2011.

EMCOR's UK construction and facility services recording a fourth-quarter operating loss due to several project write-downs within their engineering division, which resulted in that division generating a loss, offsetting operating income generated by their facility services division.

We are now on slide 7. Our income tax provision for the quarter is reflected at a tax rate of 39.8%, which is greater than the 2011 quarter-four rate of 38.5%, due to the tax jurisdictions where our income was earned, resulting in increased state taxes, as well as reduced foreign income which is taxed at a lower overall tax rate. Divisionally, 2011 benefited from the utilization of certain tax credits earned not available in the current year, which were reflected in last year's fourth quarter.

Diluted income per common share from continuing operations for the quarter is $0.68 compared to $0.53 per diluted share a year ago. On an adjusted basis, reflecting the add-back of 2011's impairment loss, 2011 quarter-four diluted earnings per share from continuing operations would have been $0.57. Cash provided by operations for the fourth quarter was $142.4 million, which represents improvement over the $90.7 million of cash provided by operations during 2011's fourth quarter. Both fourth-quarter and annual 2012 operating periods benefited from the government's deferral of fourth-quarter estimated tax payments until February of the current year.

Please turn to slide 8. Additional key financial data on this slide not addressed during my highlights summary are as follows, and are relatively brief -- quarter-four gross profit of $228.5 million represents 14.2% of revenues, which is up $14.1 million from the comparable 2011 quarter. And as you can see, there was no restructuring activities in the current quarter.

We are now on slide 9. I will now discuss our results for the 12-month period, beginning with some highlights. Revenues increased 13.1% to $6.35 billion, with all reporting segments generating higher revenues in the annual period. Consolidated organic revenue growth for the 12 months is 7.6%. Our US mechanical construction and US facilities services segments generated revenue increases of 19.8%, and 14.3% in annual period, respectively, from both business acquisitions and organic activities. US electrical construction had revenues of 4.9% during 2012, while our EMCOR UK segment is reporting modest revenue growth of 1.9%.

Please turn to slide 10. SG&A expenses of $556.2 million represents 8.8% of revenues compared to 9.2% of revenues for the annual 2011 period. Excluding transaction costs incurred in connection with the acquisition of USM from 2011's results, SG&A as a percentage of revenues would be 9.1% for the year ended December 31, 2011. The absolute increase in year-to-year SG&A expense levels is due to incremental SG&A from businesses acquired, as well as SG&A necessitated by organic revenue growth and improved operating performance. Despite this increase, we have continued to be disciplined in reducing the relative percentage as we continue to leverage our cost structure.

Year-to-date operating income is $250 million or 3.94% of revenues, and represents a $39.2 million increase over 2011's year-to-date performance. Annual operating margins by reporting segments are as follows -- US electrical in 2012, 8.3%, as compared to 7.3%; US mechanical for 2012, 5.4%, as compared to 6%; total US construction, 6.4% for 2012 versus 6.5% for 2011; US facilities, 3.6% versus 3.4% last year; total US operations, 5.3% for both 2012 and 2011 annual periods; and EMCOR UK is 1.3% for 2012 as compared to 1.7% for last year.

Our US electrical construction services segment's operating margins of 8.3% improved 100 basis points from 2011's performance, due to improved project margins from activity within the industrial, water and wastewater, and institutional market segments. The reduction in US and capital construction services operating margin is primarily due to the favorable resolution in 2011 of uncertainties on certain hospitality projects that we discussed at this time a year ago.

Our US facilities services segment margin increased to 3.6% of revenues from 2011's 3.4%, due to improved operating results within the industrial services and mechanical services operations, which were offset by reduced operating income and margin within government services operations due to certain project write-downs. Consistent with our previous two quarters of 2012, EMCOR's UK operating margins increased due to their engineering division generating operating losses, which have offset good operating performance and corresponding margins from this facilities services operations.

Like I said, unfortunately, this has been consistent throughout 2012; and, unfortunately, does not come as a surprise to us in the fourth quarter. However, we are certainly not happy with how they closed out the year.

2011's operating income, excluding the impairment charge in transaction costs incurred in connection with USM, would have been $219.2 million or 3.91% of revenues.

Please turn to slide 11. Diluted earnings per common share from continuing operations were $2.16 for the 12 months ended December 31, 2012; compared to $1.78 per common share in the annual 2011 period. On an adjusted basis, reflecting the add-back of transaction costs incurred in connection with USM, the impairment charge recorded in 2011, year-to-date diluted earnings per share would have been $1.87. Our tax rate for the full year is 39.4%, which is slightly higher than originally anticipated, due to the lower percentage of total income attributable to the UK segment, as well as the jurisdictional income distribution of our domestic profits.

For the year, cash provided by operations was $184.4 million compared to operating cash flow $149.4 million in 2011. With regards to cash used in financing activities, we utilized $23.9 million of cash to fund share repurchase during the year, as well as $34 million for both regular and special dividends.

We are now on slide 12. Additional data on this slide not addressed in my previous comments are as follows -- year-to-date gross profit is $806.4 million, which is higher than the year-ago period by $72.4 million, and is 12.7% of revenues. Our gross profit margins, on a comparative basis, are down year-over-year due to project mix, most representative within our US mechanical construction and US facilities segments. Additionally, the project write-downs within EMCOR's UK engineering division previously referenced eroded both gross and operating margins for the year.

Restructuring expenses for 2012 occurred in the first quarter and were immaterial for the year. Additionally on this slide are the 2011 pro forma adjustments to reconcile our GAAP earnings to adjusted earnings for those unusual and nonrecurring items previously referenced.

Please turn to slide 13. EMCOR's balance sheet remains strong, with sufficient liquidity, as represented by the $605 million of cash Tony previously mentioned; and is available to meet our current working capital requirements, as well as for organic and strategic investment opportunities, in addition to funding our quarterly dividend and current share repurchase programs.

Changes in goodwill related to 2012 acquisition activity, and the finalization of purchase price accounting for prior acquisitions, along with decrease in identifiable intangible assets due to year-to-date amortization expense. Total debt is essentially unchanged since the end of last year, and our debt to cap ratio remains low, at 10.3%.

I know I sound like a broken record every quarter, but EMCOR continues to do a very good job of managing its enterprise risk. And our balance sheet reflects our consistent and solid execution.

With my portion of this morning out of the way, I would like to turn the presentation back to Tony. And, once again, thank you for your interest in EMCOR.

Thanks, Mark, and thanks for passing off the low leverage balance sheet, with great cash on it. That will allow us to go, and that cash will allow us to execute some of this work we have in backlog. I want to take a step back on backlog a little bit, because there are some important messages in this slide. If you look at the absolute level, it's about $3.374 billion. I've talked about in my remarks that we aggressively moved to take about $100 million out of backlog in the fourth quarter. And that was a combination of what we did in a commercial site-based business and what we did in our UK construction business.

This backlog that had a little to no profit in it, and the UK was downsizing the operation through time. If we couldn't win work at acceptable levels, we've continued to shrink the operation. In US site-based, commercial site-based, we had a couple of larger customers that we weren't making acceptable profits on. And I think we both decided to move in a different direction, which is something we wanted to do, because our smaller -- not our small customers, but our line of service customers are returning. And they are better -- a better utilization of our resources. They don't put as much work in the backlog, and they have more leverage work that happens outside of backlog.

If you look at this slide, what you see is a company that's remarkably adaptable. And I've spoken about this before. Back in 2007, we entered 2008 -- which was the last time we touched the revenue levels with $4.2 billion of backlog -- and almost $1 billion of that was in hospitality. Suffice it to say, we don't have $1 billion in hospitality backlog today. We barely have enough to register on the slide. We took advantage of that market and we did extremely well when others didn't. And I give a lot of credit to the flexibility and scale of our operators that really drove our results in the hospitality segment.

We then saw -- really, in the right markets we were to do some great hospital work, and we did very well on it. And we continue to believe that's a good, long-term market for us. It can be a little episodic, and the decision-making is a little slow there right now with everything going on in the healthcare sector, but bringing 30 million more people into the healthcare system ought to -- although I'm not convinced it's 30 million more people, because they were getting that care in emergency rooms anyway -- there will be more people getting healthcare. And we will see hospitals continue to get remodeled and built. And we will be there to do that.

What makes this slide exciting for me is the return of the commercial market. And to say that it's down really wouldn't be a correct statement, because, again, I go to -- we purposely took it down $50 million or so in that part of our backlog. And the growth in our industrial business. And those two, coupled with a stabilization, we think, in institutional -- we may see a little pull-back with the sequester and government spending and all that -- but we have pretty good positions in some key markets. If that commercial work and that industrial work, and maybe a little bit of return to healthcare over the next five or six quarters, that will really fuel our results for the foreseeable future, or lead any growth in earnings.

And so we're leaving the year with about $3.4 billion in backlog. And right now we expect to do pretty good revenue off of that. And so, when we look at this, what this really says is, really adaptable. I've got ahead of the curve and made the right investments, whether it be organically in things like BIM and prefabrication, to be able to do this hospitality work and some of this industrial work; the food processing work, the refining work, the automotive and the tire work. To get into the right geographies, like the Southeast, with the right assets through acquisitions and organic growth. And to be able to take advantage of the markets that are presented to us, or that we now want to participate in.

And we do that by hiring the right people. And we do that by adding the right resources -- again, either organically or through acquisition. So I look at this backlog and I say, hey, like the mix, like that it's 80% private at least, like that we didn't decrease, like that we had a book-to-bill of 1. Just wish it was $400 million or $500 million higher, because that would give us better visibility going into 2013.

And with that, I'd like you to turn to slides 15 and 16. So, let's talk about setting guidance and looking ahead. There was a really good movie a couple of years ago and, for those that know me, I'm from Western Pennsylvania originally. And I was actually there when they used to pull Punxsutawney Phil out a couple of times. And there was a great movie with Bill Murray called Groundhog Day, where he woke up on the same day every year and repeated it. In a lot of ways, I think most people in industrial sector America, or our part of the E&C space feel the same way; that we've had remarkable adaptability as a sector and an industry. We've kept costs low. We've restructured and done the things we needed to do, but we just can't seem to get clarity on the overall macroeconomic environment.

And we went from really a place fraught with economic uncertainty, in 2009 and 2010, to where we now use political uncertainty to drive uncertainty in the macro environment. There's not a whole lot I can do about that. So what we have collectively decided, as our team here at EMCOR, a long time ago, through this downturn that's now going on its fifth year, with very, very slow growth -- most forecasts and would put non-residential construction, the building part of it, going 2% to 4%. Industrial might do a little better than that, but the building part of it will be 2% to 4%.

We expect that to continue. So, when you say, I operate in an external environment fraught with uncertainty, I got to focus on what I can control. And those are things like project and customer selection; what markets I'm going to be in; bidding discipline; large project execution; buying the right assets and then fixing them, sometimes. Sometimes they don't turn out how you wanted them to, initially, so you got to fix them. And you've got to gain important access to customers in markets. You can't just stand pat. And you've got to use your capital smart, and you've got to allocate it wisely.

And I know when we are setting our initial guidance here at $2.05 to $2.35 per share and revenues of around $6.5 billion versus where the analysts had us, I think it's volume, is the big disconnect we have with our analytical community. It's not that we don't believe we could put more volume through what is a very fit machine at EMCOR, it's that we don't have visibility to say that we know that's going to happen for sure.

We also know there's all kind of things out there we don't control, whether it's the return to $4 gasoline, and everybody wants to whistle past, that the US economy actually didn't grow in the fourth quarter of 2012. I think they said it was because of defense spending. I don't think there's anybody saying that defense spending is going to markedly increase here the first or second quarter. So I want to be clear -- we don't think it's our execution that sets this $2.05 to $2.35 range, and that we would end up at the lower end of that range.

We do believe it would be demand that would put us there; and the lack of demand, especially in our core construction operations, where visibility can be the most challenged. What I'd like to do, and where I'd like to spend my time, usually, is focus on how do you do better. So, how do you get to the top end of the range? I always look at that as really a simple thing -- you've got to have opportunity, and you've got to couple that opportunity with execution. And when you do that, you perform and you make sense to investors. You make sense to your employees, and you make sense to your customers.

So here's what we're counting on to get to the top end of that range. Commercial site-based contributes and performs. Is it going to be all the way where we expect this to be long-term in 2013? Probably not, but I can certainly tell you that it's going to be better than where was in 2012, as basically a breakeven operation. Construction continues its excellent track record. We have no reason sitting here to believe it won't. It has a long track record of success and it's done it through very difficult economic cycles.

But let's be clear, this market has taken what would be long-cycle projects and reduced them to short-cycle projects, as people want instant execution once they make a decision. Simply put, we would love to have a little more visibility in our core construction markets. We expect the refinery market to continue to be strong. And we know that we have the best operators in that market. And we will take advantage of the right opportunities in that market. So far, the first-quarter refinery market looks pretty good. And our services are good, and we're meeting our customer's demands. We'll have better visibility on the back half as the year progresses.

Sequester does not hurt us too bad. To be honest with you, I have no clue sitting here today what will exactly happen. I know it can't be good and it's going to be confusing, because some of the things our customers are talking about would actually violate contracts and could force us to seek (technical difficulty) for equitable adjustment. I think Senator Warner said that very well this weekend. He obviously understands the details of how this works. But let's be clear -- it will reduce demand. And it will cause uneasiness in certain parts of the US, specifically in the Beltway, which has been one of the few markets that have been really steady through this whole downturn.

And that we take advantage of our balance sheet, and when the right opportunities come to invest, we always take the advantage -- opportunities to invest organically. And you saw that in our 10-K, as we increased capital spending in 2012. But we also have the opportunity to continue to expand our business through acquisition. And we'll do that in a careful, measured way. And, hopefully, we'll continue to see opportunities in the industrial space. And, hopefully, we'll continue to see opportunities to continue to fill out our footprint, as we have a very good mechanical and electrical operation, and a good mechanical service operation.

In one simple phrase, we've learned to operate in an environment that lacks any absence of any clear certainty. It's part of who we all are now. And it's how we've operated for almost 5 years. And I guess our reaction to that, collectively as a team, is, oh well. I think we all wonder how well we could perform, as we are in excellent shape right now with a great cost structure, terrific leadership; and it would be sure great to get a little tailwind helping us from the macro economy.

And with that, Sylvia, I'll turn it over to you and I'll take questions.

(Operator Instructions). Adam Thalhimer, BB&T Capital Markets.

Good morning, guys. Great Q4. Does it still feel like, on the commercial side, that there is a lot of pent-up demand from your customers there?

Yes. We've all collectively, here at EMCOR, been around this commercial market for a long time. It's really what the core of the Company was. I've certainly been around it here at EMCOR now almost 9 years. And previously I was in that market in a big way. We're still doing moderate replacement work, and even some repairs that absolutely make no sense at all. And we're still seeing maintenance budgets being reacted to by external events almost within weeks. That used to not happen. You used to set your maintenance and your maintenance capital budget at the beginning of the year. And it was pretty sure that's what you were going to do.

So, yes, we are seeing facilities not in the repair that they should be. I think, though, the difference today versus three or four years from now, I think most people have a pretty good idea that this is the footprint they are going to be operating in. And they may even upgrade their space now. And I also think people are starting to think about how they expand. And we're seeing that in the industrial sector in the Southeast. We got into the right time at the right place there to take advantage of some investment there, that were going on. And we saw that. And that's one of the reasons we made the investments we did.

But you're starting to see people take measured steps -- you're seeing it in the food processing industry. But go back to your question, is there pent-up demand? Absolutely.

And what you think about the theory that non-res construction lags res construction by some period of time, be it 12 months or 18 months, something like that?

I personally have no idea. I think you could say that, maybe, when there is a booming residential market, it has a lot of out-parcel development tied to it. I don't know how that will work in this cycle. I'd like to say, another way, any time tradesmen get put to work, that's a good thing. Because the residential guys tend to be -- in what we do, the lower-skilled people; so if you can absorb them into the residential market, that allows them to get out of the commercial market and the industrial market, and allows wages and rates to eventually rise for you. So there's nothing that can be bad for EMCOR with a residential recovery.

Great. And then lastly here, Tony, you finished the year with a record level of net cash. I'd just be curious what your thoughts might be on the dividend and the buyback.

Well, we returned $58 million in cash to the shareholders in 2012. We're hopeful that we'll be able to put that money to work in a couple different ways. We ramped up organic investment in 2012. And we're seeing results from that in the fourth quarter, and we hope to see them throughout 2013. We especially did that in our industrial business. Secondarily, we always want to make the right acquisitions. We only bought Southern Industrial Contractors, which will be a terrific add to us, but we need to do more of that in 2013. We've learned a long time ago that deals happen when they happen. We tend to be fairly astute buyers. And we wait for that special circumstance when we can take advantage of things.

So, those two would be the first priority for cash for us -- to grow the business, and to continue to expand our access to markets and customers. However, we have shown that we are willing to return cash to shareholders. That's new for us. It's a short -- people forget, it's a short 16 months ago that we instituted our dividend in our buyback. And if you look at that, we've done okay. I think we're over $75 million or $80 million total we returned to shareholders through those programs.

And so we look at all of those things as things we should be doing. We did the special dividends; our Board did in December, because they thought it was the right thing to do with the uncertainty around tax law. We increased the dividend 20%. That's a signal in the confidence we have in our recurring revenue base.

So, Adam, I guess what I'd tell you is we're going to continue to execute and not set specific targets on what we're going to buy back. We'd certainly like to get our overhang out every year, at least, that comes through management and director programs; and to keep our share count around neutral. We'd like to do that.

Great. Thank you very much.

Alex Rygiel, FBR.

Couple questions -- mostly on backlog and the industrial refinery market. First, when you think about the refinery market in 2013, on an order of magnitude, how much better can it be versus 2012 and 2011?

A lot of it will depend on the back half of the year, Alex. The first half looks as good, maybe a little better, than it did in 2012. And that's for us. The broader market might have a different view; it depends on your mix of customers and what you're doing. Refining should be set up for three, four, five years of good growth. I can't see much further than that. It should be okay, right. We got low natural gas prices, which is one of the major ingredients. We've got a disconnect with the light sweet crude coming out of places like Eagle Ford. We can draw the oil from the Bakken. We are a net exporter of refined product -- or in general, right now. We have a cost advantage. especially on the Gulf Coast. We'd love to see Keystone pipeline get built, because that would even continue to ensure feedstock, and continue to ensure an export market.

But we are seeing de-bottlenecking operations happen on pipelines throughout the US. And it's basically a reversal of flow, to get things down to the Gulf Coast, and relieve the bottleneck up in Tulsa and up towards Illinois. So you put all that together, we think the refining sector should be good. And we have a very good position. We are a market leader in what we do. We have engineering capability that others don't have. And we do things that help refiners even be more efficient.

So, I think -- we don't know what the fits and starts might be through a year, as assets get shifted around, and refiners -- refineries get bought and sold and expanded. But we do know that, unless something we do on the political front that screws this up, the US ought to be in a pretty good position for what we have over the planning horizon -- 3 to 5 years -- in the refining space.

And, secondly, as it relates to your backlog in guidance, your [gravity] guidance for 2013 is up year-over-year. Your EPS guidance is down a little bit, up a little bit. What is that telling us about margins, and margins that you're looking at inside your backlog?

I think what it tells you is if we get to the high end of the range, we expect margins to stand pat or expand a little bit. If we end up at the lower end of the range, it means maybe we didn't hit our revenue guidance, although we expect to. And it means we might have had a little bit of sliding in our margins, but nothing material.

Very helpful. Nice quarter. Thank you.

Rich Wesolowski, Sidoti.

Thanks. It's me. Good morning. How much annual revenue does government services generate? Just so that I have an idea when you placed it from one segment to the other.

It's about -- $80 million or so is going to move to the mechanical segment. And it will come out of there. The remainder of the business, if you look at what we do in the government total, because it's also in our construction business, it's about 8% to 10% of what we do, would be servicing the federal government in some way, either in construction or service.

Okay. And the portion, the $80 million -- can I assume this, or a portion of this, was what was called out in your prepared remarks as having missed your expectations?

Rich, can you ask the question again?

Is the $80 million that's moving from the facilities to the mechanical a big part of what had missed your expectations in the fourth quarter?

It was part of the earn-out reserve. So, actually, that business got off to a great start with us. It's a little bit volume-challenged right now. Those folks can execute very well. As we moved it, we had some site conditions that are squarely as a result of the storms and Sandy. It caused us to basically take some jobs down in the quarter. And that's all in the EFS segment yet, because we aren't moving it until the first of the year is when it will officially happen. And we probably will get some relief on those site conditions and what went on there. But the way we do it in the government business is we assume we don't get it back. And then when we put in the request for equitable adjustment, which can be a fairly long and painful process.

Especially right now with all the uncertainty around the government, we doubly took that view, as far as -- we really took that view. We always do anyway. And so it will be a long road to recovery as far as getting that money back, although we hopefully will be successful there. So, it's a good company. It's really the Pepper acquisition, when you cut through it. The Pepper acquisition moved from being part of EMCOR government services, which is our EFS segment, and it moved to mechanical construction and services segment. And the reason it moved there is because now that we have Bahnson, they are set up to do that. It's a good operating team at Bahnson. They operate in the government space with Intermech anyway, and it allows us to really have large project capability in Bahnson to a greater extent than we had before.

With those write-downs, was Pepper profitable in 2012?

Yes.

Okay. And the $3.4 million of earnout reversal for the quarter, was that all EFS?

Yes.

And most of it was Pepper.

Okay. Your SG&A rose for the total Company by less than $2 million from a year ago. You added some $3 million in acquired SG&A, and you had a good year, so I'm assuming your bonus accruals were representative of that. What, then, was down year-over-year that would prompt such a low firm-wide increase?

Well, the problem is last year's numbers were reflected $4.7 million of costs that didn't replicate this year for the USM acquisition.

Okay.

Yes, that's the other piece of the puzzle.

But I think what you're seeing, Rich, overall, is the way we approach SG&A. We're constantly looking to take costs out. And we will continue to do that. It's really, in this environment of really not a lot of gross margin expansion, that's one of the ways we've been making our numbers and keeping our operating margins respectable.

Right. Would you discuss how much work is still ahead of you with regard to fixing USM's business development and retention?

I'll just give you some stats, okay? Absent the retention that we drove out of the business, which was a couple of large customers, but let's go to the core of the business. We have the churn down by almost 50%. There is always going to be some churn as people close sites. And we take both closed site and all of those things into the churn. We've had five important customers come back to us over the last six months, which is a pretty good signal to us is -- a, we do quality work; and, b, the people that undercut us on bids as we were buying the business can't do the work to satisfy the customers like we can.

In this recent storm year here the Northeast, our customers were very pleased with us, by and large. Out of many sites served, we only had three service failures and they were all in Long Island because our guys couldn't get there -- our providers couldn't get to take care of the customer. That's pretty damn good. And for the most part, the feedback we got was very glowing. People really rose to the occasion. So, the arrow is pointed up on retention. The arrow is pointed up on the mix of business that we're starting to win.

We took SG&A out, over 600 basis points, from when we bought the Company. We've now started to merge important functions with the rest of our site-based business. So, really, for the first time in a long time, when you look at the site-based, it looks like we have something that can perform pretty well. It's one of the reasons we did the USM acquisition, because site-based in general, and commercial and general, ought to be a good line of service for EMCOR. And we finally have critical mass to do it.

And then the last one, when you suggest that the EFS will reach 5% operating margin within the next 18 months on an operational level, that's the number that we look at -- the segment total, correct?

Yes.

Great. Thanks a lot. Best of luck.

John Rogers, D.A. Davidson.

Hi, good morning. Tony, first of all, on the USM and the snow removal business, is that going to be a big boost in the first quarter, especially relative to last year, now that you've got the business running better?

Yes, we ought to do better in general in site-based in the quarter. Part of that will be driven by snow. But let's be clear about snow -- it didn't snow at all in January. And we saw the kind of impact the snow can have with this big storm in February. We're doing much better, but it's nowhere near to the normal level of activity of snow. We've had no snow in the mid-Atlantic yet this year to speak of -- DC, Baltimore -- that matters. But, yes, it will have an impact. And we expect in the first quarter we will be able to tell you that the site-based business did better.

And then --

But more importantly, it's not just snow. That's even better.

Yes, okay. And in terms of your backlog right now, just under $3.4 billion, how do the margins compare to what we had a year ago?

About the same.

Okay.

There are about the same.

Even with cleaning out that low margin work?

Yes, because you have to assume there's something in there that will be there when you have thousands of projects. It may be up a tick, John, when you point it out that way.

Okay. And the -- I know your guidance isn't -- but if I look back over the last couple of years, you've tended to be conservative for a lot of years. I guess what I'm trying to understand a little bit is, are there acquisitions out there in 2013 besides just the volume growth? Could they add to the numbers? Or is it just a margin issue? Because it seems like the last couple of years, you've ended up with higher margins (multiple speakers).

Yes, well, we hope it's both this year, John. We hope we can make a nice acquisition, especially if we can do it in the industrial space, or in any one of our core businesses -- mechanical and electrical, or even mechanical service. We'd like to do that. We'd prefer that it be not a $30 million acquisition. That is, something that would have some heft to it. That may or may not happen. And we'd like to have better margins. And if we could do the two things together, that would be fantastic.

Here's the problem with acquisitions right now. We're fairly pragmatic about this. There are some assets we would like to own. They ought to be coming for sale here in the next 0 to 18 months, as private equity figures out what they want to do with them. I can't control what bankers will do to help private equity buy companies with high leverage. When they want to give covenant-light loans, and they want to lend at 5 and 6 times EBITDA on an industrial service company, if it's a private equity firm that's not as well-informed about the market as others might be, that is very difficult comp for us to get against -- competitor for us to be against in an acquisition.

So, there's things that we think we can be competitive on, but who knows? Once they enter the fray with cheap money, all bets are off. So, we just got to keep going what we think is right. And we've been relatively successful doing that over a long period of time. And while we've also learned not to fall in love with anything. As hard as we tried, Mark and Kevin and those guys won't let me fall in love with anything too much. So we tend to keep pragmatic about what we're doing.

As far as guidance being conservative, I think what you're seeing from us is we believe we can execute. We don't quite see where all the volume is going to come from her, sitting here in February. We don't have as much visibility as we'd like. And, unfortunately, that's the way it has been four for Februarys now. And I think to get rid of that you have to see backlog go into the high $3 billions -- $3.5 billion, $3.7 billion, $3.8 billion, probably. Then I think you'd have to say that GDP growth is starting to print in the high 2s to the high 3s. Then I think we would start to say, yes, the general economy is improving.

And I saw your note; overall construction grew I think 6% or 8%. But that's driven by residential and it's driven by industrial, which we saw also. But it's not driven by broad non-res recovery. It's driven by a rifle-shot non-res recovery, which is very different. Because as a result, you don't get the absorption broadly that you need to get on labor to make it really healthy.

Tony, off the top of your head -- or maybe (technical difficulty). Can you give us a sense of how your business now is divided up regionally?

We have to get back to you on that, because we have more and more companies that can operate across the country, especially now that we're in the industrial business.

But my sense is, especially into the Southeast -- it's much more substantial than it was even a couple of years ago.

Sure, John. Now, if you want to go there, absolutely. Between Texas and the Southeast, Louisiana on the industrial side, we went from a very -- yes, you have to go all the way back to 2007. We went from a very small presence in the Southeast, almost de minimis, really, to a substantial presence. To where you put all that together, Southeast, Southwest, industrial-focused, it's probably close to 15% to 20% of what we do in a given year. Because we also have some of our other contractors, like one of our Midwest companies, that can move down there and do work also.

So, yes, it has been a big shift. It's been a combination of really four or five acquisitions. And you go back and you start the thing with Ohmstede and you add PPM, Bahnson, Southern Industrial, and Pepper -- you put all that together, and you are right, we have built a pretty substantial Southeast presence -- Southeast, South Central presence, Texas. And we're very happy about that.

That helps. I appreciate it. Nice quarter.

Richard Paget, Imperial Capital.

Hey, guys. If I look over the last couple of years, it seems like there's been a trend where the second-half profitability is stronger, particularly the fourth quarter. Is that indeed a trend or just coincidence? And if it is, it is a seasonality to your business mix? Or is it year-end true-ups for contracts that have been boosting this profitability?

Rich, this is Mark. Our seasonality obviously has changed over the last number of years. If you go back really, back prior to 2007 when Ohmstede came into the fray, there was a disproportionate amount of our profits that were earned in the second half of the year versus the first half of the year. That, to some extent, followed the contracting cycle, since we were more heavily dependent on construction, with really not that much critical mass in the services side of our business.

That seasonality or cyclicality has changed within a year, where you have the impact of turnaround activities, which are positively impacting -- potentially impacting quarter one to quarter two -- depending on what happens with the later in the year turnaround, it could either help or hurt. I think when you look back at -- when you look back at 2010 and 2009, clearly there was a lot of deferral of work. So you didn't get that benefit, so to speak, in the back half of the year.

On the construction side of the business, we have projects that are starting and finishing at all points in time during the year. The only thing that happens unusual in the latter half of 2012 is we did have a claim settlement for a project that dated back to the late 90s that happened in the fourth quarter. It would have been anybody's guess at this table when that was going to happen, to be quite honest with you. For those of us in the room that were actually with the Company when that project was taken on and completed, I'm not quite sure we would've thought we were going to see resolution of that in our careers. But, nonetheless, it happened. And we'll take it and go forward.

Clearly, if you have projects that are following the normal budgetary, calendar-year customer, you're going to tend to see more activity in the later half of the year. But that's probably also in the nature of some of our longer-term projects in construction, which were hopeful is going to turn back to more shorter-term focus when the economy starts to break. But there's nothing that really has markably changed over the last couple of years. And I think that consistency of the Company throughout the year is something that is much better improved from where we were a number of years ago. And we're hopeful as we start to get some more positive traction in our commercial site business, that you're going to see the benefits of that happening earlier in the calendar year -- calendar, as opposed to back half of the year.

Okay, great. And then, just real quick, Tony, you mentioned the impact from Sandy was netted out with business delays, and then opportunity. It wasn't a big net impact. But what about going forward? You hear talk of revamping a lot of electrical infrastructure to be above ground level; here, transportation infrastructure needs to be overhauled. Are you guys bidding on anything that will be incremental opportunities?

Will be bid on them? Absolutely. Have we bid on much of it so far? Not a whole lot. It hasn't been fully developed yet. Should it be a net positive? Yes. But you never know. You never know how it's going to play out. You never know who's going to try to come into the market and do the work. I will tell you this -- anything that absorbs highly skilled electricians, pipefitters, and plumbers in the New York metro area, is a good thing for EMCOR overall.

All right, thanks. That's all I got.

Nick Coppola, Thompson Research Group.

Hey, guys. On guidance, I certainly understand that you want to see more clarity on the demand picture. But anything that you are watching in the marketplace that would signal further improvement? And I'm thinking it could be almost anything -- but the availability of credit, less political turmoil, or anything like that that you're watching?

Well, I quit watching the political turmoil because it's disgusting. So put that to the side. It's ridiculous. So, I think we've all quit watching that on the business side because no one wants to hear what we have to say anyway, so forget it. So let's focus on what we can actually see in hard numbers. I think you've got to see real GDP growth. And you've got to see unemployment start to come down. And you've got to see those things start to happen and say, hey, we are in a broad recovery. We have the capacity in EMCOR probably to do 8% to 10% more work, with only adding the incremental SG&A needed to do that work, which isn't much. And whatever we'll have an absorption and bonus expense, so we have the machine to do that. So the clarity is the problem right now. And if you look at where I think where we would like to be versus what we see right now, there's a $200 million or $300 million disconnect on volume. That's not driven by us. We certainly know how to bid the right work. We certainly know where the opportunities are, whether it be service or construction. Our guys know how to get in front of the best jobs. People like working with us because we're good at what we do.

But we can't create demand. And we can't make people make decisions. Now that our backlog is 50% private is a good thing. We would like to see more private money come to play. But, again, you have to have clarity on demand for to get bullish. And we performed very well through this downturn, and I don't think we're going to apologize to anybody. But of course we want to do better. And of course we want more opportunities. And I think you have to see broad economic indicators get better.

Again, everybody's excited about housing. Think about where it really is today versus where it was. And think about what's being built today versus what was being built before. Houses are smaller, developments are smaller, all those things. We are not even up to replacement value yet of housing, but when you're coming off the floor it looks better. Hopefully that's what will happen in hospitality someday. When it comes off the floor it will be this big spike, but it's got a long way to go to where it was.

Adam, this is Kevin. If you look at historically at the commercial starts, we're still not back to 2008 levels. We're still like 30% to 40% off those levels. So even though we're forecasting up to 5%, 6% sometimes in certain areas, and sometimes 3% to 4%, we're still off high numbers that we saw previously.

And trade unemployment continues to remain high. Now, you can say it shouldn't be, because all those guys that are unemployed could to find work tomorrow morning in North Dakota or Montana or down in Eagle Ford. But they are not going there. They are still in their markets, want to stay home. And they still want to go see the Bears play, or the Giants play, or the Patriots play. So they are not moving to the place where the work is. There is still excess labor in a lot of core commercial markets for EMCOR.

Okay. That's helpful. And then, thinking about performance across end markets, and the expectations of any kind of shift in mix, in terms of industrial and commercial and institutional, would you expect any kind of impact on margins in 2013, based on mix?

Look, the more industrial work we do, the better it is for EMCOR.

Right.

By and large. But we don't do so bad in the institutional market right now. It's always -- you've got to be careful. It's project-specific; it's customer-specific. Some of the best work we've ever done that EMCOR has been on fast-paced institutional work or very complicated institutional work, where we were able to build a better mousetrap than anybody else, and with our partners. And some of the worst work we've done has been in institutional. Some of the worst work we've done has been in commercial.

It's about the opportunity, the resources, who you are working with, and how you can add value to your customer. And it's also about how creative you can get about getting labor off the job and into the prefab shops; and how much free time do you have to plan; and all those things. So, lots going on -- how fast the project is. Sometimes a fast-paced project allows you to make more money. Sometimes a fast-paced project until can kill you. What we have is we have remarkable adaptability. And for that we're very thankful.

All right. That makes sense. Thanks for taking my questions.

Noelle Dilts, Stifel Nicolaus.

Hi, guys. Thanks for taking my call. I just had a quick follow-up on some of those things we've been talking about. But when you talk about your refinery services business and having had a very strong year, can you give us a sense of what the run rate for that business is today?

We won't get specific as far as profitability. It's about 8% to 10% of our revenues and it's one of the most profitable things we do.

Right. And so I know that margins can be very high, is there any room there for margin expansion? Or is it more just maintaining that business at these high levels?

We hope they can do better.

Okay. All right, that was it. Thanks.

It's high because we add a lot of value to our customers, and there are very skilled people doing that work. That's why it's higher than average.

Great.

Saagar Parikh, KeyBanc Capital Markets.

Thank you, guys. First off, congratulations on a great quarter. I'll keep -- I know this call is going long, so I'll just keep it to one question. In terms of guidance, which I know you've talked about quite a bit and people have already asked about -- but you keep mentioning visibility and how visibility this year is what is lacking and the reason guidance is that the range of it's at, which is the same thing you mentioned last year in terms of why you set a wide range. Could you go through the differences in what you're seeing, the macro visibility this year, versus what you guys had last year?

Well, we obviously think it's better, as far as better overall performance, because we were -- our low end last year was $1.65. Now our low end is $2.05. We exited the year with basically the same backlog. We started last year with $6 billion of revenue. And this year we're starting the year with $6.5 billion. So, we think we have better visibility in saying, okay, we don't expect to go backwards here much. And that only happens if volume comes in less than what we expect.

It would give us a little more confidence is we think we have a little more visibility, industrial side. We think we have visibility and that we're going to do better in our commercial site-based business. And what we're struggling with right now, and it's really what we struggled with last year, is what's going to be the pace and timing of a commercial construction recovery.

Okay, say even that recovery doesn't happen to any large extent. What projects are we going to win and lose that are sizable? And the problem, Saagar, is we don't make that decision is when they're going to be released. And each one of those decisions is binary. So, an analyst would sit there and say, well, let's take them all together and take a weighted average and that will give you a revenue number. As operators, we look at it and say everyone of those decisions are binary. They are yes or no; we could win them all or we could not win any of them.

And you have to look at it that way. And also some of them might not even happen. It's not that they'll be canceled, that just might not happen. Or they will be delayed until third or fourth quarter. Or they'll go into another design. That's the lack of visibility. But if you had a more buoyant market -- this thing ought to be recovering in a single -- in the teens right now. That's where it should be. And if it was there, we wouldn't be worried about visibility. Because, as we say, a rising tide lifts all boats.

Well, you don't have a rising tide that's lifting all boats. And you are shooting rifle shots all over the Company to find opportunities; that's a little harder to predict what is going to happen.

Okay, that sounds good. Thank you.

Ladies and gentlemen, we have (technical difficulty) our allotted time for questions and answers. I would now turn the call back to management for closing remarks.

Well, I guess I want to finish it by thanking all the folks at EMCOR. They performed terrific through this really challenged economic time. And if I leave with one message, is we are not worried about our ability to execute. We would like to have a little more volume certainty, and a little more work to put through what is a really fit company right now. With that, thank you. Thank you for your interest in EMCOR. And I hope to see some of you soon.

Ladies and government, this does conclude today's conference. Thank you for participating. You may now disconnect.