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Canada
construction and facilities services operations operating income
decreased by $1.0 million for 1999 compared to 1998 principally
due to the decrease in revenues derived from Eastern Canada operations
and the delay in commencing certain projects in 1999 caused by delays
in the bidding process for certain jobs. Operating income as a percentage
of revenues decreased 0.5% in 1999 compared to 1998 for the same
reasons attributable to the dollar decrease in operating income.
The 0.2% increase in operating income as a percentage of revenues
for 1998 compared to 1997 was primarily due to the increase in construction
and facility services activities in the Eastern Canadian markets,
which markets generally have higher operating margin jobs than typical
in other markets in which EMCOR operates.
United
Kingdom construction and facilities services operating income of
$3.2 million for 1999 was an improvement compared to an operating
loss of $0.9 million for 1998. The improvement was primarily attributable
to growth in selected construction and facilities services markets
in the United Kingdom. For 1998, operating losses decreased to $0.9
million, as compared to operating losses of $4.9 million for 1997.
This decrease was attributable to growth in revenues for EMCOR operations
in the Southern United Kingdom.
General
corporate expenses for 1999 increased by $2.5 million from 1998
levels, and increased by $2.1 million between 1998 and 1997 periods.
The increases are attributable to increased variable overhead costs
associated with the Company's increased revenues, as well as incremental
fixed costs to support future growth in operations.
Interest
expense decreased by $0.5 million for 1999 compared to 1998, principally
due to lower average outstanding borrowings. In addition, EMCOR's
cost of borrowing was lower during 1999 as compared to 1998. The
cost of borrowing was lower due to the 1998 issuance of 5.75% convertible
subordinated notes, a portion of the proceeds from which were used
to repay the Series C notes. These transactions accounted for the
decrease in interest expense. In addition, in December 1998 EMCOR
amended its working capital facility which generally provided for
lower costs of borrowing. Interest expense decreased $2.0 million
for 1998 compared with 1997 due primarily to the above mentioned
Series C and convertible subordinated notes transactions in March
1998.
Interest
income decreased by $1.5 million for 1999 compared with 1998, primarily
due to reduced cash available to invest after approximately $55.8
million was utilized for acquisitions in 1999. Interest income increased
by $2.5 million for 1998 compared to 1997. This increase was due
to the increase in available cash balances resulting from the sales
proceeds of the 5.75% convertible subordinated notes and equity
offering.
Liquidity
and Capital Resources
On
March
18,
1998,
EMCOR
sold,
pursuant
to
underwritten
public
offerings,
$100.0
million
principal
amount
of
5.75%
convertible
subordinated
notes
and
1,100,000
shares
of
its
common
stock.
Interest
on
the
5.75%
convertible
subordinated
notes
is
payable
semi-annually.
The
5.75%
convertible
subordinated
notes
are
unsecured
indebtedness
of
EMCOR
and
are
convertible
at
any
time
into
common
stock
of
EMCOR
at
a
conversion
price
of
$27.34
per
share.
On
March 24, 1998, the underwriter of the 5.75% convertible subordinated
notes offering exercised in full its over-allotment option to purchase
an additional $15.0 million of 5.75% convertible subordinated notes,
and accordingly, an additional $15.0 million principal amount of
such notes were issued.
During
the third quarter of 1998, EMCOR's Board of Directors authorized
a stock repurchase program under which EMCOR may repurchase up to
$20.0 million of its common stock. As of December 31, 1999, EMCOR
had repurchased 1,131,995 shares of its common stock at an aggregate
cost of approximately $16.8 million.
Proceeds
received from the sale of the 5.75% convertible subordinated notes
along with proceeds from the sale of common stock were used to redeem
the Series C notes, repay then outstanding borrowings under EMCOR's
working capital credit lines, prepay EMCOR's Supplemental Sellco
Note and accrued interest thereon and for the acquisition of certain
businesses through December 31, 1999.
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