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|
FORM
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
EMCOR GROUP, INC.
|
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(Exact Name of Registrant as Specified in Its Charter)
|
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Delaware
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11-2125338
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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|
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301 Merritt Seven
Norwalk, Connecticut
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06851-1092
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|
(Address of Principal Executive Offices)
|
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(Zip Code)
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(203) 849-7800
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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Large accelerated filer
|
x
|
Accelerated filer
|
o
|
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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|
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Emerging growth company
|
o
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|
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 2.
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||
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Item 4.
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||
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Item 6.
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September 30,
2018 (Unaudited) |
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December 31,
2017 |
||||
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ASSETS
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|
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|
||||
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Current assets:
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|
||||
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Cash and cash equivalents
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$
|
|
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$
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|
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Accounts receivable, less allowance for doubtful accounts of $15,890 and $17,230, respectively
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Contract assets
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Inventories
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|
|
|
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Prepaid expenses and other
|
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Total current assets
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Investments, notes and other long-term receivables
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Property, plant and equipment, net
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Goodwill
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Identifiable intangible assets, net
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Other assets
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Total assets
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$
|
|
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$
|
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|
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LIABILITIES AND EQUITY
|
|
|
|
||||
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Current liabilities:
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|
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|
||||
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Current maturities of long-term debt and capital lease obligations
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$
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|
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$
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Accounts payable
|
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|
|
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Contract liabilities
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Accrued payroll and benefits
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|
|
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Other accrued expenses and liabilities
|
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Total current liabilities
|
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Borrowings under revolving credit facility
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Long-term debt and capital lease obligations
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Other long-term obligations
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Total liabilities
|
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||
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Equity:
|
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|
||||
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EMCOR Group, Inc. stockholders’ equity:
|
|
|
|
||||
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Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding
|
|
|
|
|
|
||
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Common stock, $0.01 par value, 200,000,000 shares authorized, 60,089,035 and 59,870,980 shares issued, respectively
|
|
|
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|
|
||
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Capital surplus
|
|
|
|
|
|
||
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Accumulated other comprehensive loss
|
(
|
)
|
|
(
|
)
|
||
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Retained earnings
|
|
|
|
|
|
||
|
Treasury stock, at cost 2,337,405 and 1,072,552 shares, respectively
|
(
|
)
|
|
(
|
)
|
||
|
Total EMCOR Group, Inc. stockholders’ equity
|
|
|
|
|
|
||
|
Noncontrolling interests
|
|
|
|
|
|
||
|
Total equity
|
|
|
|
|
|
||
|
Total liabilities and equity
|
$
|
|
|
|
$
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
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Gross profit
|
|
|
|
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|
||||
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Selling, general and administrative expenses
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|
||||
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Restructuring expenses
|
|
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|
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|
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|
|
|
||||
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Impairment loss on identifiable intangible assets
|
|
|
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|
|
|
|
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|
|
|
||||
|
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net periodic pension (cost) income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Interest income
|
|
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|
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||||
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Income from continuing operations before income taxes
|
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||||
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Income tax provision
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||||
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Income from continuing operations
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|
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||||
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Loss from discontinued operation, net of income taxes
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net income including noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
||||
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Less: Net income attributable to noncontrolling interests
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
Net income attributable to EMCOR Group, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends declared per common share
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Net income including noncontrolling interests
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Post retirement plans, amortization of actuarial loss included in net income
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less: Comprehensive income attributable to noncontrolling interests
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
Comprehensive income attributable to EMCOR Group, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
|
Nine months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Cash flows - operating activities:
|
|
|
|
||||
|
Net income including noncontrolling interests
|
$
|
|
|
|
$
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
|
|
|
|
|
||
|
Amortization of identifiable intangible assets
|
|
|
|
|
|
||
|
Provision for doubtful accounts
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
(
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(
|
)
|
|
(
|
)
|
||
|
Equity income from unconsolidated entities
|
(
|
)
|
|
(
|
)
|
||
|
Non-cash expense for impairment of identifiable intangible assets
|
|
|
|
|
|
||
|
Non-cash share-based compensation expense
|
|
|
|
|
|
||
|
Distributions from unconsolidated entities
|
|
|
|
|
|
||
|
Other reconciling items
|
|
|
|
(
|
)
|
||
|
Changes in operating assets and liabilities, excluding the effect of businesses acquired
|
(
|
)
|
|
(
|
)
|
||
|
Net cash provided by operating activities
|
|
|
|
|
|
||
|
Cash flows - investing activities:
|
|
|
|
||||
|
Payments for acquisitions of businesses, net of cash acquired
|
(
|
)
|
|
(
|
)
|
||
|
Proceeds from sale of property, plant and equipment
|
|
|
|
|
|
||
|
Purchase of property, plant and equipment
|
(
|
)
|
|
(
|
)
|
||
|
Investments in and advances to unconsolidated entities
|
(
|
)
|
|
|
|
||
|
Distributions from unconsolidated entities
|
|
|
|
|
|
||
|
Net cash used in investing activities
|
(
|
)
|
|
(
|
)
|
||
|
Cash flows - financing activities:
|
|
|
|
||||
|
Repayments of long-term debt and debt issuance costs
|
(
|
)
|
|
(
|
)
|
||
|
Repayments of capital lease obligations
|
(
|
)
|
|
(
|
)
|
||
|
Dividends paid to stockholders
|
(
|
)
|
|
(
|
)
|
||
|
Repurchase of common stock
|
(
|
)
|
|
(
|
)
|
||
|
Taxes paid related to net share settlements of equity awards
|
(
|
)
|
|
(
|
)
|
||
|
Issuance of common stock under employee stock purchase plan
|
|
|
|
|
|
||
|
Payments for contingent consideration arrangements
|
(
|
)
|
|
(
|
)
|
||
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(
|
)
|
|
|
|
||
|
(Decrease) increase in cash, cash equivalents and restricted cash
|
(
|
)
|
|
|
|
||
|
Cash, cash equivalents and restricted cash at beginning of year
(1)
|
|
|
|
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
(2)
|
$
|
|
|
|
$
|
|
|
|
Supplemental cash flow information:
|
|
|
|
||||
|
Cash paid for:
|
|
|
|
||||
|
Interest
|
$
|
|
|
|
$
|
|
|
|
Income taxes
|
$
|
|
|
|
$
|
|
|
|
Non-cash financing activities:
|
|
|
|
||||
|
Assets acquired under capital lease obligations
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
(2)
|
|
|
|
|
|
EMCOR Group, Inc. Stockholders
|
|
|
||||||||||||||||||||||
|
|
Total
|
|
Common
stock
|
|
Capital
surplus
|
|
Accumulated other comprehensive (loss) income
(1)
|
|
Retained
earnings
|
|
Treasury
stock
|
|
Noncontrolling
interests
|
||||||||||||||
|
Balance, December 31, 2016
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Net income including noncontrolling interests
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
|
Other comprehensive income
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock issued under share-based compensation plans
|
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Tax withholding for common stock issued under share-based compensation plans
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock issued under employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock dividends
|
(
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|||||||
|
Repurchase of common stock
(2)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|||||||
|
Share-based compensation expense
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Balance, September 30, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Balance, December 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Net income including noncontrolling interests
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
|
Other comprehensive income
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Cumulative-effect adjustment
(3)
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock issued under share-based compensation plans
|
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Tax withholding for common stock issued under share-based compensation plans
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock issued under employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock dividends
|
(
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|||||||
|
Repurchase of common stock
(2)
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|||||||
|
Share-based compensation expense
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Balance, September 30, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
For the three months ended September 30, 2018
|
|
% of
Total
|
|
For the nine months ended September 30, 2018
|
|
% of
Total
|
||||||
|
United States electrical construction and facilities services:
|
|
|
|
|
|
|
|
||||||
|
Commercial market sector
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
Institutional market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Hospitality market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Manufacturing market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Healthcare market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Transportation market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Water and wastewater market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Short duration projects
(1)
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Service work
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less intersegment revenues
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||
|
Total segment revenues
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
United States mechanical construction and facilities services:
|
|
|
|
|
|
|
|
||||||
|
Commercial market sector
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
Institutional market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Hospitality market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Manufacturing market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Healthcare market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Transportation market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Water and wastewater market sector
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Short duration projects
(1)
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Service work
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less intersegment revenues
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|||
|
Total segment revenues
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
(1)
|
|
|
|
For the three months ended September 30, 2018
|
|
% of
Total |
|
For the nine months ended September 30, 2018
|
|
% of
Total |
||||||
|
United States building services:
|
|
|
|
|
|
|
|
||||||
|
Commercial site-based services
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
Government site-based services
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Mechanical services
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Energy services
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Total segment revenues
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
United States industrial services:
|
|
|
|
|
|
|
|
||||||
|
Field services
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
Shop services
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Total segment revenues
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
Total United States operations
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
United Kingdom building services:
|
|
|
|
|
|
|
|
||||||
|
Service work
|
$
|
|
|
|
|
%
|
|
$
|
|
|
|
|
%
|
|
Projects & extras
|
|
|
|
|
%
|
|
|
|
|
|
%
|
||
|
Total segment revenues
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
Total worldwide operations
|
$
|
|
|
|
|
|
$
|
|
|
|
|
||
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
|
Contract assets, current
|
$
|
|
|
|
$
|
|
|
|
Contract assets, non-current
|
|
|
|
|
|
||
|
Contract liabilities, current
|
(
|
)
|
|
(
|
)
|
||
|
Contract liabilities, non-current
|
(
|
)
|
|
|
|
||
|
Deferred revenue
(1)
|
|
|
|
(
|
)
|
||
|
Net contract liabilities
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
(1)
|
|
|
|
September 30, 2018
|
|
% of Total
|
|||
|
Remaining performance obligations:
|
|
|
|
|||
|
United States electrical construction and facilities services
|
$
|
|
|
|
|
%
|
|
United States mechanical construction and facilities services
|
|
|
|
|
%
|
|
|
United States building services
|
|
|
|
|
%
|
|
|
United States industrial services
|
|
|
|
|
%
|
|
|
Total United States operations
|
|
|
|
|
%
|
|
|
United Kingdom building services
|
|
|
|
|
%
|
|
|
Total worldwide operations
|
$
|
|
|
|
|
%
|
|
|
Within one year
|
|
Greater than one year
|
||||
|
Remaining performance obligations:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
|
As reported
|
|
Pro forma
|
||||
|
|
September 30, 2018 (Unaudited)
|
||||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
Accounts receivable
|
|
|
|
|
|
||
|
Contract assets
|
|
|
|
|
|
||
|
Inventories
|
|
|
|
|
|
||
|
Prepaid expenses and other
|
|
|
|
|
|
||
|
Total current assets
|
|
|
|
|
|
||
|
Investments, notes and other long-term receivables
|
|
|
|
|
|
||
|
Property, plant and equipment, net
|
|
|
|
|
|
||
|
Goodwill
|
|
|
|
|
|
||
|
Identifiable intangible assets, net
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
||
|
Total assets
|
$
|
|
|
|
$
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Current maturities of long-term debt and capital lease obligations
|
$
|
|
|
|
$
|
|
|
|
Accounts payable
|
|
|
|
|
|
||
|
Contract liabilities
|
|
|
|
|
|
||
|
Accrued payroll and benefits
|
|
|
|
|
|
||
|
Other accrued expenses and liabilities
|
|
|
|
|
|
||
|
Total current liabilities
|
|
|
|
|
|
||
|
Borrowings under revolving credit facility
|
|
|
|
|
|
||
|
Long-term debt and capital lease obligations
|
|
|
|
|
|
||
|
Other long-term obligations
|
|
|
|
|
|
||
|
Total liabilities
|
|
|
|
|
|
||
|
Total equity
|
|
|
|
|
|
||
|
Total liabilities and equity
|
$
|
|
|
|
$
|
|
|
|
|
As reported
|
|
Pro forma
|
|
As reported
|
|
Pro forma
|
||||||||
|
|
For the three months ended September 30, 2018 (Unaudited)
|
|
For the nine months ended September 30, 2018 (Unaudited)
|
||||||||||||
|
Revenues
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Restructuring expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Impairment loss on identifiable intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net periodic pension (cost) income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income tax provision
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Loss from discontinued operation, net of income taxes
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net income including noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less: Net income attributable to noncontrolling interests
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net income attributable to EMCOR Group, Inc.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
For the three months ended September 30,
|
|
For the nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Revenues
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Loss from discontinued operation, net of income taxes
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Diluted loss per share from discontinued operation
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
Assets of discontinued operation:
|
|
|
|
||||
|
Current assets
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
Liabilities of discontinued operation:
|
|
|
|
||||
|
Current liabilities
|
$
|
|
|
|
$
|
|
|
|
|
For the three months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Numerator:
|
|
|
|
||||
|
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Loss from discontinued operation, net of income taxes
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Denominator:
|
|
|
|
||||
|
Weighted average shares outstanding used to compute basic earnings (loss) per common share
|
|
|
|
|
|
||
|
Effect of dilutive securities—Share-based awards
|
|
|
|
|
|
||
|
Shares used to compute diluted earnings (loss) per common share
|
|
|
|
|
|
||
|
Basic earnings (loss) per common share:
|
|
|
|
||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
|
For the nine months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Numerator:
|
|
|
|
||||
|
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Loss from discontinued operation, net of income taxes
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Denominator:
|
|
|
|
||||
|
Weighted average shares outstanding used to compute basic earnings (loss) per common share
|
|
|
|
|
|
||
|
Effect of dilutive securities—Share-based awards
|
|
|
|
|
|
||
|
Shares used to compute diluted earnings (loss) per common share
|
|
|
|
|
|
||
|
Basic earnings (loss) per common share:
|
|
|
|
||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
|
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
From discontinued operation
|
(
|
)
|
|
(
|
)
|
||
|
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
|
|
|
$
|
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
Raw materials and construction materials
|
$
|
|
|
|
$
|
|
|
|
Work in process
|
|
|
|
|
|
||
|
Inventories
|
$
|
|
|
|
$
|
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
Revolving credit facility
|
$
|
|
|
|
$
|
|
|
|
Term loan
|
|
|
|
|
|
||
|
Unamortized debt issuance costs
|
(
|
)
|
|
(
|
)
|
||
|
Capitalized lease obligations
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
||
|
Total debt
|
|
|
|
|
|
||
|
Less: current maturities
|
|
|
|
|
|
||
|
Total long-term debt
|
$
|
|
|
|
$
|
|
|
|
|
Assets at Fair Value as of September 30, 2018
|
||||||||||||||
|
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Cash and cash equivalents
(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restricted cash
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Deferred compensation plan assets
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Assets at Fair Value as of December 31, 2017
|
||||||||||||||
|
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Cash and cash equivalents
(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restricted cash
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Deferred compensation plan assets
(3)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
For the three months ended September 30,
|
|
For the nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Interest cost
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Expected return on plan assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Amortization of unrecognized loss
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net periodic pension cost (income)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
United States
electrical construction and facilities services segment |
|
United States
mechanical construction and facilities services segment |
|
United States building services segment
|
|
Total
|
||||||||
|
Balance at December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Payments
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Balance at September 30, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Balance at December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Payments
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||
|
Balance at September 30, 2018
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
For the three months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Revenues from unrelated entities:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
Total revenues:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Less intersegment revenues
|
(
|
)
|
|
(
|
)
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
|
For the nine months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Revenues from unrelated entities:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
Total revenues:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Less intersegment revenues
|
(
|
)
|
|
(
|
)
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
|
For the three months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Operating income (loss):
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
(
|
)
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Corporate administration
|
(
|
)
|
|
(
|
)
|
||
|
Restructuring expenses
|
(
|
)
|
|
(
|
)
|
||
|
Total worldwide operations
|
|
|
|
|
|
||
|
Other corporate items:
|
|
|
|
||||
|
Net periodic pension (cost) income
|
|
|
|
|
|
||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
||
|
Interest income
|
|
|
|
|
|
||
|
Income from continuing operations before income taxes
|
$
|
|
|
|
$
|
|
|
|
|
For the nine months ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Operating income (loss):
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Corporate administration
|
(
|
)
|
|
(
|
)
|
||
|
Restructuring expenses
|
(
|
)
|
|
(
|
)
|
||
|
Impairment loss on identifiable intangible assets
|
(
|
)
|
|
|
|
||
|
Total worldwide operations
|
|
|
|
|
|
||
|
Other corporate items:
|
|
|
|
||||
|
Net periodic pension (cost) income
|
|
|
|
|
|
||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
||
|
Interest income
|
|
|
|
|
|
||
|
Income from continuing operations before income taxes
|
$
|
|
|
|
$
|
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
Total assets:
|
|
|
|
||||
|
United States electrical construction and facilities services
|
$
|
|
|
|
$
|
|
|
|
United States mechanical construction and facilities services
|
|
|
|
|
|
||
|
United States building services
|
|
|
|
|
|
||
|
United States industrial services
|
|
|
|
|
|
||
|
Total United States operations
|
|
|
|
|
|
||
|
United Kingdom building services
|
|
|
|
|
|
||
|
Corporate administration
|
|
|
|
|
|
||
|
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
For the three months ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
|
Revenues
|
$
|
2,047,049
|
|
|
$
|
1,886,691
|
|
|
Revenues increase (decrease) from prior year
|
8.5
|
%
|
|
(1.9
|
)%
|
||
|
Operating income
|
$
|
111,776
|
|
|
$
|
106,044
|
|
|
Operating income as a percentage of revenues
|
5.5
|
%
|
|
5.6
|
%
|
||
|
Net income attributable to EMCOR Group, Inc.
|
$
|
79,373
|
|
|
$
|
64,597
|
|
|
Diluted earnings per common share from continuing operations
|
$
|
1.36
|
|
|
$
|
1.09
|
|
|
|
For the three months ended September 30,
|
||||||||||||
|
|
2018
|
|
% of
Total
|
|
2017
|
|
% of
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||
|
United States electrical construction and facilities services
|
$
|
485,974
|
|
|
24
|
%
|
|
$
|
457,919
|
|
|
24
|
%
|
|
United States mechanical construction and facilities services
|
772,332
|
|
|
38
|
%
|
|
760,084
|
|
|
40
|
%
|
||
|
United States building services
|
473,701
|
|
|
23
|
%
|
|
437,107
|
|
|
23
|
%
|
||
|
United States industrial services
|
214,476
|
|
|
10
|
%
|
|
145,679
|
|
|
8
|
%
|
||
|
Total United States operations
|
1,946,483
|
|
|
95
|
%
|
|
1,800,789
|
|
|
95
|
%
|
||
|
United Kingdom building services
|
100,566
|
|
|
5
|
%
|
|
85,902
|
|
|
5
|
%
|
||
|
Total worldwide operations
|
$
|
2,047,049
|
|
|
100
|
%
|
|
$
|
1,886,691
|
|
|
100
|
%
|
|
|
For the nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
% of
Total
|
|
2017
|
|
% of
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||
|
United States electrical construction and facilities services
|
$
|
1,420,268
|
|
|
24
|
%
|
|
$
|
1,350,157
|
|
|
24
|
%
|
|
United States mechanical construction and facilities services
|
2,211,836
|
|
|
37
|
%
|
|
2,173,030
|
|
|
38
|
%
|
||
|
United States building services
|
1,389,486
|
|
|
24
|
%
|
|
1,315,401
|
|
|
23
|
%
|
||
|
United States industrial services
|
566,770
|
|
|
10
|
%
|
|
591,694
|
|
|
10
|
%
|
||
|
Total United States operations
|
5,588,360
|
|
|
95
|
%
|
|
5,430,282
|
|
|
96
|
%
|
||
|
United Kingdom building services
|
312,963
|
|
|
5
|
%
|
|
244,078
|
|
|
4
|
%
|
||
|
Total worldwide operations
|
$
|
5,901,323
|
|
|
100
|
%
|
|
$
|
5,674,360
|
|
|
100
|
%
|
|
|
For the three months ended
September 30, |
|
For the nine months ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Cost of sales
|
$
|
1,737,710
|
|
|
$
|
1,591,621
|
|
|
$
|
5,032,021
|
|
|
$
|
4,838,449
|
|
|
Gross profit
|
$
|
309,339
|
|
|
$
|
295,070
|
|
|
$
|
869,302
|
|
|
$
|
835,911
|
|
|
Gross profit, as a percentage of revenues
|
15.1
|
%
|
|
15.6
|
%
|
|
14.7
|
%
|
|
14.7
|
%
|
||||
|
|
For the three months ended
September 30, |
|
For the nine months ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Selling, general and administrative expenses
|
$
|
197,334
|
|
|
$
|
188,980
|
|
|
$
|
578,266
|
|
|
$
|
554,112
|
|
|
Selling, general and administrative expenses, as a percentage of revenues
|
9.6
|
%
|
|
10.0
|
%
|
|
9.8
|
%
|
|
9.8
|
%
|
||||
|
|
For the three months ended September 30,
|
||||||||||||
|
|
2018
|
|
% of
Segment
Revenues
|
|
2017
|
|
% of
Segment
Revenues
|
||||||
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||
|
United States electrical construction and facilities services
|
$
|
34,473
|
|
|
7.1
|
%
|
|
$
|
46,583
|
|
|
10.2
|
%
|
|
United States mechanical construction and facilities services
|
58,689
|
|
|
7.6
|
%
|
|
57,503
|
|
|
7.6
|
%
|
||
|
United States building services
|
29,315
|
|
|
6.2
|
%
|
|
26,035
|
|
|
6.0
|
%
|
||
|
United States industrial services
|
8,184
|
|
|
3.8
|
%
|
|
(4,844
|
)
|
|
(3.3
|
)%
|
||
|
Total United States operations
|
130,661
|
|
|
6.7
|
%
|
|
125,277
|
|
|
7.0
|
%
|
||
|
United Kingdom building services
|
4,457
|
|
|
4.4
|
%
|
|
3,445
|
|
|
4.0
|
%
|
||
|
Corporate administration
|
(23,113
|
)
|
|
—
|
|
|
(22,632
|
)
|
|
—
|
|
||
|
Restructuring expenses
|
(229
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
||
|
Total worldwide operations
|
111,776
|
|
|
5.5
|
%
|
|
106,044
|
|
|
5.6
|
%
|
||
|
Other corporate items:
|
|
|
|
|
|
|
|
||||||
|
Net periodic pension (cost) income
|
615
|
|
|
|
|
415
|
|
|
|
||||
|
Interest expense
|
(3,588
|
)
|
|
|
|
(3,324
|
)
|
|
|
||||
|
Interest income
|
852
|
|
|
|
|
277
|
|
|
|
||||
|
Income from continuing operations before income taxes
|
$
|
109,655
|
|
|
|
|
$
|
103,412
|
|
|
|
||
|
|
For the nine months ended September 30,
|
||||||||||||
|
|
2018
|
|
% of
Segment
Revenues
|
|
2017
|
|
% of
Segment
Revenues
|
||||||
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||
|
United States electrical construction and facilities services
|
$
|
106,309
|
|
|
7.5
|
%
|
|
$
|
109,735
|
|
|
8.1
|
%
|
|
United States mechanical construction and facilities services
|
155,864
|
|
|
7.0
|
%
|
|
151,028
|
|
|
7.0
|
%
|
||
|
United States building services
|
68,822
|
|
|
5.0
|
%
|
|
60,537
|
|
|
4.6
|
%
|
||
|
United States industrial services
|
12,721
|
|
|
2.2
|
%
|
|
16,573
|
|
|
2.8
|
%
|
||
|
Total United States operations
|
343,716
|
|
|
6.2
|
%
|
|
337,873
|
|
|
6.2
|
%
|
||
|
United Kingdom building services
|
12,828
|
|
|
4.1
|
%
|
|
7,681
|
|
|
3.1
|
%
|
||
|
Corporate administration
|
(65,508
|
)
|
|
—
|
|
|
(63,755
|
)
|
|
—
|
|
||
|
Restructuring expenses
|
(693
|
)
|
|
—
|
|
|
(954
|
)
|
|
—
|
|
||
|
Impairment on identifiable intangible assets
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Total worldwide operations
|
289,436
|
|
|
4.9
|
%
|
|
280,845
|
|
|
4.9
|
%
|
||
|
Other corporate items:
|
|
|
|
|
|
|
|
||||||
|
Net periodic pension (cost) income
|
2,069
|
|
|
|
|
1,209
|
|
|
|
||||
|
Interest expense
|
(10,041
|
)
|
|
|
|
(9,464
|
)
|
|
|
||||
|
Interest income
|
2,030
|
|
|
|
|
607
|
|
|
|
||||
|
Income from continuing operations before income taxes
|
$
|
283,494
|
|
|
|
|
$
|
273,197
|
|
|
|
||
|
|
September 30, 2018
|
|
% of Total
|
|
June 30, 2018
|
|
% of Total
|
||||||
|
Remaining performance obligations:
|
|
|
|
|
|
|
|
||||||
|
United States electrical construction and facilities services
|
$
|
1,181,620
|
|
|
30
|
%
|
|
$
|
1,037,796
|
|
|
28
|
%
|
|
United States mechanical construction and facilities services
|
2,152,271
|
|
|
54
|
%
|
|
1,970,393
|
|
|
54
|
%
|
||
|
United States building services
|
434,386
|
|
|
11
|
%
|
|
451,960
|
|
|
12
|
%
|
||
|
United States industrial services
|
74,659
|
|
|
2
|
%
|
|
82,640
|
|
|
2
|
%
|
||
|
Total United States operations
|
3,842,936
|
|
|
97
|
%
|
|
3,542,789
|
|
|
96
|
%
|
||
|
United Kingdom building services
|
126,732
|
|
|
3
|
%
|
|
130,342
|
|
|
4
|
%
|
||
|
Total worldwide operations
|
$
|
3,969,668
|
|
|
100
|
%
|
|
$
|
3,673,131
|
|
|
100
|
%
|
|
|
For the nine months ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
|
Net cash provided by operating activities
|
$
|
65,892
|
|
|
$
|
238,323
|
|
|
Net cash used in investing activities
|
$
|
(56,871
|
)
|
|
$
|
(106,712
|
)
|
|
Net cash used in financing activities
|
$
|
(120,083
|
)
|
|
$
|
(118,624
|
)
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
(1,985
|
)
|
|
$
|
2,931
|
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Contractual Obligations
|
|
Total
|
|
Less
than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
After
5 years
|
||||||||||
|
Revolving credit facility (including interest at 3.24%)
(1)
|
|
$
|
27.3
|
|
|
$
|
0.8
|
|
|
$
|
26.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Term loan (including interest at 3.39%)
(1)
|
|
298.2
|
|
|
24.4
|
|
|
273.8
|
|
|
—
|
|
|
—
|
|
|||||
|
Capital lease obligations
|
|
4.4
|
|
|
1.9
|
|
|
2.1
|
|
|
0.4
|
|
|
—
|
|
|||||
|
Operating leases
|
|
306.7
|
|
|
76.8
|
|
|
120.8
|
|
|
65.0
|
|
|
44.1
|
|
|||||
|
Open purchase obligations
(2)
|
|
1,195.9
|
|
|
935.6
|
|
|
259.8
|
|
|
0.5
|
|
|
—
|
|
|||||
|
Other long-term obligations, including current portion
(3)
|
|
380.2
|
|
|
64.9
|
|
|
305.8
|
|
|
9.5
|
|
|
—
|
|
|||||
|
Liabilities related to uncertain income tax positions
(4)
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
|
Total Contractual Obligations
|
|
$
|
2,213.6
|
|
|
$
|
1,104.4
|
|
|
$
|
988.8
|
|
|
$
|
75.4
|
|
|
$
|
45.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||
|
Other Commercial Commitments
|
|
Total
Committed
|
|
Less
than 1
year
|
|
1-3
years
|
|
3-5
years
|
|
After
5 years
|
||||||||||
|
Letters of credit
|
|
$
|
110.0
|
|
|
$
|
110.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
On August 3, 2016, we entered into a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”). As of September 30, 2018, the amount outstanding under the 2016 Term Loan was $273.4 million. As of September 30, 2018, there were borrowings outstanding of $25.0 million under the 2016 Revolving Credit Facility.
|
|
(2)
|
Represents open purchase orders for material and subcontracting costs related to construction and services contracts. These purchase orders are not reflected in EMCOR’s Condensed Consolidated Balance Sheets and should not impact future cash flows, as amounts should be recovered through customer billings.
|
|
(3)
|
Represents primarily insurance related liabilities and liabilities for deferred income taxes, incentive compensation and deferred compensation, classified as other long-term liabilities in the Condensed Consolidated Balance Sheets. Cash payments for insurance and deferred compensation related liabilities may be payable beyond three years, but it is not practical to estimate these payments; therefore, these liabilities are reflected in the 1-3 years payment period. We provide funding to our post retirement plans based on at least the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to five years in the future. In our judgment, minimum funding estimates beyond a five year time horizon cannot be reliably estimated and, therefore, have not been included in the table.
|
|
(4)
|
Includes $0.1 million of accrued interest.
|
|
Period
|
|
Total Number of
Shares Purchased (1) (2)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Approximate Dollar Value
of Shares That May Yet be
Purchased Under
the Plan or Programs
|
|
July 1, 2018 to
July 31, 2018
|
|
800
|
|
$75.02
|
|
800
|
|
$114,183,438
|
|
August 1, 2018 to
August 31, 2018
|
|
46,283
|
|
$75.97
|
|
46,283
|
|
$110,667,196
|
|
September 1, 2018 to
September 30, 2018
|
|
421,520
|
|
$74.86
|
|
421,520
|
|
$79,111,924
|
|
Total
|
|
468,603
|
|
$74.97
|
|
468,603
|
|
|
|
(1)
|
On September 26, 2011, our Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common stock. On December 5, 2013, October 23, 2014, October 28, 2015 and October 25, 2017, our Board of Directors authorized us to repurchase up to an additional $100.0 million, $250.0 million, $200.0 million and $100.0 million of our outstanding common stock, respectively. As of September 30, 2018, there remained authorization for us to repurchase approximately $79.1 million of our shares. Subsequent to September 30, 2018, our Board of Directors authorized us to repurchase up to an additional $200.0 million of our outstanding common stock. No shares have been repurchased by us since the programs have been announced other than pursuant to these publicly announced programs. The repurchase programs have no expiration date and do not obligate the Company to acquire any particular amount of common stock and may be suspended, recommenced or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement, placing limitations on such repurchases.
|
|
(2)
|
Excludes 48,388 shares to satisfy minimum tax withholdings for common stock issued under share-based compensation plans.
|
|
|
EMCOR GROUP, INC.
|
|
|
(Registrant)
|
|
|
|
|
B
Y
:
|
/s/ ANTHONY J. GUZZI
|
|
|
Anthony J. Guzzi
|
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
B
Y
:
|
/s/ MARK A. POMPA
|
|
|
Mark A. Pompa
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
|
|
2(a-1)
|
|
Purchase Agreement dated as of February 11, 2002 by and among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
|
|
|
|
2(a-2)
|
|
Purchase and Sale Agreement dated as of August 20, 2007 between FR X Ohmstede Holdings LLC and EMCOR Group, Inc.
|
|
|
|
2(a-3)
|
|
Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc.
|
|
|
|
3(a-1)
|
|
Restated Certificate of Incorporation of EMCOR filed December 15, 1994
|
|
|
|
3(a-2)
|
|
Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR
|
|
|
|
3(a-3)
|
|
Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR
|
|
|
|
3(a-4)
|
|
Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR
|
|
|
|
3(a-5)
|
|
Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR
|
|
|
|
3(b)
|
|
Amended and Restated By-Laws and Amendments thereto
|
|
|
|
4(a)
|
|
Fifth Amended and Restated Credit Agreement dated as of August 3, 2016 by and among EMCOR Group, Inc. and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”)
|
|
|
|
4(b)
|
|
Fifth Amended and Restated Security Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
|
|
4(c)
|
|
Fifth Amended and Restated Pledge Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
|
|
4(d)
|
|
Fourth Amended and Restated Guaranty Agreement dated as of August 3, 2016 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
|
|
10(a)
|
|
Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
|
|
10(b)
|
|
Form of Amendment to Severance Agreement between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
|
|
10(c)
|
|
Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”)
|
|
|
|
10(d)
|
|
Form of Confidentiality Agreement between Anthony Guzzi and EMCOR
|
|
|
|
10(e)
|
|
Form of Indemnification Agreement between EMCOR and each of its officers and directors
|
|
|
|
10(f-1)
|
|
Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR
|
|
|
|
10(f-2)
|
|
Amendment to Guzzi Severance Agreement
|
|
|
|
10(g-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Sheldon I. Cammaker and EMCOR (“Cammaker Continuity Agreement”)
|
|
|
|
10(g-2)
|
|
Amendment dated as of May 4, 1999 to Cammaker Continuity Agreement
|
|
|
|
10(g-3)
|
|
Amendment dated as of March 1, 2007 to Cammaker Continuity Agreement
|
|
|
|
10(h-1)
|
|
Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”)
|
|
|
|
10(h-2)
|
|
Amendment dated as of May 4, 1999 to Matz Continuity Agreement
|
|
|
|
10(h-3)
|
|
Amendment dated as of January 1, 2002 to Matz Continuity Agreement
|
|
|
|
10(h-4)
|
|
Amendment dated as of March 1, 2007 to Matz Continuity Agreement
|
|
|
|
10(i-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”)
|
|
|
|
10(i-2)
|
|
Amendment dated as of May 4, 1999 to Pompa Continuity Agreement
|
|
|
|
10(i-3)
|
|
Amendment dated as of January 1, 2002 to Pompa Continuity Agreement
|
|
|
|
10(i-4)
|
|
Amendment dated as of March 1, 2007 to Pompa Continuity Agreement
|
|
|
|
10(j-1)
|
|
Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”)
|
|
|
|
10(j-2)
|
|
Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement
|
|
|
|
10(j-3)
|
|
Amendment to Continuity Agreements and Severance Agreements with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
|
|
10(k-1)
|
|
Amendment dated as of March 29, 2010 to Severance Agreement with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|
|
|
10(k-2)
|
|
Third Amendment to Severance Agreement dated June 4, 2015 between EMCOR and Sheldon I. Cammaker
|
|
|
|
10(l-1)
|
|
Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio
|
|
|
|
10(l-2)
|
|
Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”)
|
|
|
|
10(l-3)
|
|
Amendment dated April 10, 2017 to Mauricio Continuity Agreement
|
|
|
|
10(m-1)
|
|
EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”)
|
|
|
|
10(m-2)
|
|
First Amendment to LTIP and updated Schedule A to LTIP
|
|
|
|
10(m-3)
|
|
Second Amendment to LTIP
|
|
|
|
10(m-4)
|
|
Third Amendment to LTIP
|
|
|
|
10(m-5)
|
|
Fourth Amendment to LTIP
|
|
|
|
10(m-6)
|
|
Form of Certificate Representing Stock Units issued under LTIP
|
|
|
|
10(m-7)
|
|
Fifth Amendment to LTIP
|
|
|
|
10(m-8)
|
|
Sixth Amendment to LTIP
|
|
|
|
10(n)
|
|
Key Executive Incentive Bonus Plan, as amended and restated
|
|
|
|
10(o-1)
|
|
Amended and Restated 2010 Incentive Plan
|
|
|
|
10(o-2)
|
|
Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders
|
|
|
|
10(o-3)
|
|
Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer
|
|
|
|
10(p)
|
|
EMCOR Group, Inc. Employee Stock Purchase Plan
|
|
|
|
10(q)
|
|
Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011
|
|
|
|
10(r)
|
|
Amendment to Option Agreements
|
|
|
|
10(s)
|
|
Form of Non-LTIP Stock Unit Certificate
|
|
|
|
10(t)
|
|
Form of Director Restricted Stock Unit Agreement
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
|
|
10(u)
|
|
Director Award Program, as Amended and Restated December 16, 2014
|
|
|
|
10(v)
|
|
EMCOR Group, Inc. Voluntary Deferral Plan
|
|
|
|
10(w)
|
|
First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan
|
|
|
|
10(x)
|
|
Form of Executive Restricted Stock Unit Agreement
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10(y)
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Restricted Stock Unit Award Agreement dated October 23, 2013 between EMCOR and Stephen W. Bershad
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10(z)
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Restricted Stock Unit Award Agreement dated June 11, 2014 between EMCOR and Stephen W. Bershad
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10(a)(a)
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Restricted Stock Unit Award Agreement dated June 11, 2015 between EMCOR and Stephen W. Bershad
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10(b)(b)
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Restricted Stock Unit Award Agreement dated October 29, 2015 between EMCOR and Steven B. Schwarzwaelder
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10(c)(c)
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Restricted Stock Unit Award Agreement dated June 2, 2016 between EMCOR and Stephen W. Bershad
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10(d)(d)
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Executive Compensation Recoupment Policy
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10(e)(e)
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Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa
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11
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Computation of Basic EPS and Diluted EPS for the three and nine months ended September 30, 2018 and 2017
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31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the President and Chief Executive Officer
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31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President and Chief Financial Officer
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32.1
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer
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32.2
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer
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95
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Information concerning mine safety violations or other regulatory matters
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101
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The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Condensed Consolidated Financial Statements.
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Filed
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Hilton Worldwide Holdings Inc. | HLT |
| MGM Resorts International | MGM |
| MGM Resorts International | MGM |
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|