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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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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Title of each class
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Name of each exchange on which registered
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Common Stock
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Electric power transmission and distribution systems;
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•
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Premises electrical and lighting systems;
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•
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Low-voltage systems, such as fire alarm, security and process control systems;
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•
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Voice and data communications systems;
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•
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Roadway and transit lighting and fiber optic lines;
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•
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Heating, ventilation, air conditioning, refrigeration and clean-room process ventilation systems;
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•
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Fire protection systems;
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•
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Plumbing, process and high-purity piping systems;
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•
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Controls and filtration systems;
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•
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Water and wastewater treatment systems;
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•
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Central plant heating and cooling systems;
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•
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Crane and rigging services;
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•
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Millwright services; and
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•
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Steel fabrication, erection, and welding services.
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•
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Industrial maintenance and services, including those for refineries and petrochemical plants;
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•
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Outage services to utilities and industrial plants;
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•
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Commercial and government site-based operations and maintenance;
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•
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Military base operations support services;
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•
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Mobile mechanical maintenance and services;
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•
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Floor care and janitorial services;
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•
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Landscaping, lot sweeping and snow removal;
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•
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Facilities management;
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•
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Vendor management;
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•
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Call center services;
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•
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Installation and support for building systems;
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•
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Program development, management and maintenance for energy systems;
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•
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Technical consulting and diagnostic services;
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•
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Small modification and retrofit projects; and
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•
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Retrofit projects to comply with clean air laws.
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•
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customers cancel a significant number of contracts;
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•
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we fail to win a significant number of our existing contracts upon re-bid;
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•
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we complete a significant number of non-recurring projects and cannot replace them with similar projects; or
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•
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we fail to reduce operating and overhead expenses consistent with any decrease in our revenues.
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•
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expand the range of services offered to customers to address their evolving needs;
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•
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attract new customers; and
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•
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increase the number of projects performed for existing customers.
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•
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our certificate of incorporation permits our board of directors to issue “blank check” preferred stock and to adopt amendments to our bylaws;
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•
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our bylaws contain restrictions regarding the right of our stockholders to nominate directors and to submit proposals to be considered at stockholder meetings;
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•
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our certificate of incorporation and bylaws restrict the right of our stockholders to call a special meeting of stockholders and to act by written consent; and
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•
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we are subject to provisions of Delaware law, which prohibit us from engaging in any of a broad range of business transactions with an “interested stockholder” for a period of three years following the date such stockholder becomes classified as an interested stockholder.
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Approximate Square Feet
|
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Lease Expiration Date, Unless Owned
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1168 Fesler Street
El Cajon, California (b)
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67,560
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8/31/2020
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22302 Hathaway Avenue
Hayward, California (b)
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105,000
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7/31/2016
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4462 Corporate Center Drive
Los Alamitos, California (c)
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57,863
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9/30/2014
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18111 South Santa Fe Avenue
Rancho Dominguez, California (a)
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66,246
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12/31/2016
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940 Remillard Court
San Jose, California (a)
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119,560
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7/31/2017
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5101 York Street
Denver, Colorado (b)
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77,553
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2/28/2014
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345 Sheridan Boulevard
Lakewood, Colorado (c)
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63,000
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Owned
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3100 Woodcreek Drive
Downers Grove, Illinois (c)
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56,551
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7/31/2017
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7614 and 7720 Opportunity Drive
Fort Wayne, Indiana (b)
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136,695
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10/31/2018
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2655 Garfield Avenue
Highland, Indiana (c)
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57,765
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6/30/2014
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4250 Highway 30
St. Gabriel, Louisiana (a)
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90,000
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Owned
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1750 Swisco Road
Sulphur, Louisiana (a)
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112,000
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Owned
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111-01 and 111-21 14th Avenue
College Point, New York (c)
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72,813
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2/28/2021
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70 Schmitt Boulevard
Farmingdale, New York (b)
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76,380
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7/31/2021
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Two Penn Plaza
New York, New York (c)
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55,891
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1/31/2016
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2102 Tobacco Road
Durham, North Carolina (b)
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55,944
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9/30/2015
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2900 Newpark Drive
Norton, Ohio (b)
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91,831
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11/1/2017
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1800 Markley Street
Norristown, Pennsylvania (a)
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103,000
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9/30/2021
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227 Trade Court
Aiken, South Carolina (b)
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71,158
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9/30/2013
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6045 East Shelby Drive
Memphis, Tennessee (a)
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53,618
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4/30/2018
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937 Pine Street
Beaumont, Texas (a)
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78,962
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Owned
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895 North Main Street
Beaumont, Texas (a)
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75,000
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Owned
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410 Flato Road
Corpus Christi, Texas (a)
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57,000
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Owned
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5550 Airline Drive and 25 Tidwell Road
Houston, Texas (b)
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97,936
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12/31/2014
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Approximate Square Feet
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Lease Expiration Date, Unless Owned
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12415 Highway 225
La Porte, Texas (a)
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78,000
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Owned
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1574 South West Temple
Salt Lake City, Utah (c)
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120,904
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Month-To-Month
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2455 West 1500 South
Salt Lake City, Utah (c)
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58,339
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4/30/2018
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670 and 686 Truman Avenue
Richland, Washington (b)
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56,567
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8/31/2016
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(a)
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Principally used by a company engaged in the “United States facilities services” segment.
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(b)
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Principally used by a company engaged in the “United States mechanical construction and facilities services” segment.
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(c)
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Principally used by a company engaged in the “United States electrical construction and facilities services” segment.
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2012
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High
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Low
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||||
First Quarter
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$
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30.91
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$
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26.32
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Second Quarter
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$
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30.52
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$
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25.68
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Third Quarter
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$
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30.52
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$
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25.32
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Fourth Quarter
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$
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34.95
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$
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27.91
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2011
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High
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Low
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||||
First Quarter
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$
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32.75
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$
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28.23
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Second Quarter
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$
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31.92
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$
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28.03
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Third Quarter
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$
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30.86
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$
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18.25
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Fourth Quarter
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$
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27.12
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$
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18.91
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Equity Compensation Plan Information
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A
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B
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C
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Plan Category
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Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
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Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A)
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Equity Compensation Plans Approved by Security Holders
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2,009,363
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(1)
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$
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13.07
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(1)
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2,439,979
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(2)
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Equity Compensation Plans Not Approved by Security Holders
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425,396
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(3)
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$
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10.70
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—
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Total
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2,434,759
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$
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12.66
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2,439,979
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(1)
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Included within this amount are 638,382 restricted stock units awarded to our non-employee directors and employees. The weighted average exercise price would have been $19.16 had the weighted average exercise price calculation excluded such restricted stock units.
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(2)
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Represents shares of our common stock available for future issuance under our 2010 Incentive Plan (the "2010 Plan"), which may be issuable in respect of options and/or stock appreciation rights granted under the 2010 Plan and/or may also be issued pursuant to the award of restricted stock, unrestricted stock and/or awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, our common stock.
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(3)
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Represents shares of our common stock that may be issued upon the exercise of options to our executive officers.
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Period
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Total Number of
Shares Purchased
(1)
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Average Price
Paid Per Share
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Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
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Maximum Number
(or Approximate Dollar Value)
of Shares That May Yet be
Purchased Under
the Plan or Programs
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October 1, 2012 to
October 31, 2012
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None
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None
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None
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$48,565,219
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November 1, 2012 to
November 30, 2012
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None
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None
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None
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$48,565,219
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December 1, 2012 to
December 31, 2012
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None
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None
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None
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$48,565,219
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(1)
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On September 26, 2011, we announced that our Board of Directors had authorized the Company to repurchase up to $100.0 million of its outstanding common stock. The repurchase program remains in effect. No other shares have been repurchased since the program has been announced other than pursuant to this publicly announced program. Acquisitions under our repurchase program may be made from time to time as permitted by securities laws and other legal requirements.
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|
Years Ended December 31,
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||||||||||||||||||
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2012
|
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2011
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2010
|
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2009
|
|
2008
|
||||||||||
Revenues
|
$
|
6,346,679
|
|
|
$
|
5,613,459
|
|
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$
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4,851,953
|
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$
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5,227,699
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$
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6,360,695
|
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Gross profit
|
806,354
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|
|
733,949
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|
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693,523
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|
|
784,225
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845,707
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|||||
Impairment loss on goodwill and identifiable intangible assets
|
—
|
|
|
3,795
|
|
|
246,081
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|
|
13,526
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|
|
—
|
|
|||||
Operating income (loss)
|
249,967
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|
|
210,793
|
|
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(26,528
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)
|
|
250,122
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|
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291,693
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|
|||||
Net income (loss) attributable to EMCOR Group, Inc.
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$
|
146,584
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|
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$
|
130,826
|
|
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$
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(86,691
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)
|
|
$
|
160,756
|
|
|
$
|
182,204
|
|
|
|
|
|
|
|
|
|
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|
|
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|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
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||||||
From continuing operations
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$
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2.20
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|
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$
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1.82
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|
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$
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(1.30
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)
|
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$
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2.31
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|
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$
|
2.64
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From discontinued operations
|
—
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|
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0.14
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|
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(0.01
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)
|
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0.13
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0.15
|
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|||||
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$
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2.20
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|
|
$
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1.96
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|
|
$
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(1.31
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)
|
|
$
|
2.44
|
|
|
$
|
2.79
|
|
|
|
|
|
|
|
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|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
From continuing operations
|
$
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2.16
|
|
|
$
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1.78
|
|
|
$
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(1.30
|
)
|
|
$
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2.25
|
|
|
$
|
2.57
|
|
From discontinued operations
|
—
|
|
|
0.13
|
|
|
(0.01
|
)
|
|
0.13
|
|
|
0.14
|
|
|||||
|
$
|
2.16
|
|
|
$
|
1.91
|
|
|
$
|
(1.31
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)
|
|
$
|
2.38
|
|
|
$
|
2.71
|
|
|
|
|
|
|
|
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||||||||||
Balance Sheet Data
(In thousands)
|
|||||||||||||||||||
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As of December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Equity
(1)
|
$
|
1,357,179
|
|
|
$
|
1,245,131
|
|
|
$
|
1,162,845
|
|
|
$
|
1,226,466
|
|
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$
|
1,050,769
|
|
Total assets
|
3,107,070
|
|
|
3,014,076
|
|
|
2,755,542
|
|
|
2,981,894
|
|
|
3,030,443
|
|
|||||
Goodwill
|
566,588
|
|
|
566,805
|
|
|
406,804
|
|
|
593,628
|
|
|
582,714
|
|
|||||
Borrowings under revolving credit facility
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|||||
Term loan, including current maturities
|
—
|
|
|
—
|
|
|
—
|
|
|
194,750
|
|
|
197,750
|
|
|||||
Other long-term debt, including current maturities
|
18
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
41
|
|
|||||
Capital lease obligations, including current maturities
|
$
|
5,881
|
|
|
$
|
4,857
|
|
|
$
|
1,649
|
|
|
$
|
601
|
|
|
$
|
2,313
|
|
(1)
|
On September 26, 2011, we announced plans to pay a regular quarterly dividend of $0.05 per share. We have paid quarterly dividends since October 25, 2011. On December 7, 2012, our Board of Directors declared a special dividend of $0.25 per share, payable in December 2012, and announced its intention to increase the regular quarterly dividend to $0.06 per share. In addition, at the December 7, 2012 meeting of our Board of Directors, the regular quarterly dividend that would have been paid in January 2013 was declared, its amount increased to $0.06 per share and its payment date accelerated to December 28, 2012. Prior to October 25, 2011, no cash dividends had been paid on the Company's common stock.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
$
|
6,346.7
|
|
|
$
|
5,613.5
|
|
|
$
|
4,852.0
|
|
Revenues increase (decrease) from prior year
|
13.1
|
%
|
|
15.7
|
%
|
|
(7.2
|
)%
|
|||
Impairment loss on goodwill and identifiable intangible assets
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
246.1
|
|
Operating income (loss)
|
$
|
250.0
|
|
|
$
|
210.8
|
|
|
$
|
(26.5
|
)
|
Operating income (loss) as a percentage of revenues
|
3.9
|
%
|
|
3.8
|
%
|
|
(0.5
|
)%
|
|||
Income (loss) from continuing operations
|
$
|
148.9
|
|
|
$
|
124.6
|
|
|
$
|
(81.8
|
)
|
Net income (loss) attributable to EMCOR Group, Inc.
|
$
|
146.6
|
|
|
$
|
130.8
|
|
|
$
|
(86.7
|
)
|
Diluted earnings (loss) per common share from continuing operations
|
$
|
2.16
|
|
|
$
|
1.78
|
|
|
$
|
(1.30
|
)
|
Net cash provided by operating activities
|
$
|
184.4
|
|
|
$
|
149.4
|
|
|
$
|
69.5
|
|
|
2012
|
|
% of
Total
|
|
2011
|
|
% of
Total
|
|
2010
|
|
% of
Total
|
|||||||||
Revenues from unrelated entities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States electrical construction and facilities services
|
$
|
1,211.7
|
|
|
19
|
%
|
|
$
|
1,155.1
|
|
|
21
|
%
|
|
$
|
1,158.9
|
|
|
24
|
%
|
United States mechanical construction and facilities services
|
2,296.4
|
|
|
36
|
%
|
|
1,917.4
|
|
|
34
|
%
|
|
1,720.2
|
|
|
35
|
%
|
|||
United States facilities services
|
2,299.8
|
|
|
36
|
%
|
|
2,012.0
|
|
|
36
|
%
|
|
1,510.5
|
|
|
31
|
%
|
|||
Total United States operations
|
5,807.9
|
|
|
92
|
%
|
|
5,084.5
|
|
|
91
|
%
|
|
4,389.6
|
|
|
90
|
%
|
|||
United Kingdom construction and facilities services
|
538.8
|
|
|
8
|
%
|
|
529.0
|
|
|
9
|
%
|
|
462.4
|
|
|
10
|
%
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
6,346.7
|
|
|
100
|
%
|
|
$
|
5,613.5
|
|
|
100
|
%
|
|
$
|
4,852.0
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cost of sales
|
$
|
5,540.3
|
|
|
$
|
4,879.5
|
|
|
$
|
4,158.4
|
|
Gross profit
|
$
|
806.4
|
|
|
$
|
733.9
|
|
|
$
|
693.5
|
|
Gross profit margin
|
12.7
|
%
|
|
13.1
|
%
|
|
14.3
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Selling, general and administrative expenses
|
$
|
556.2
|
|
|
$
|
518.1
|
|
|
$
|
472.1
|
|
Selling, general and administrative expenses as a percentage of revenues
|
8.8
|
%
|
|
9.2
|
%
|
|
9.7
|
%
|
|
2012
|
|
% of Segment Revenues
|
|
2011
|
|
% of
Segment
Revenues
|
|
2010
|
|
% of
Segment
Revenues
|
|||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States electrical construction and facilities services
|
$
|
100.7
|
|
|
8.3
|
%
|
|
$
|
84.6
|
|
|
7.3
|
%
|
|
$
|
70.4
|
|
|
6.1
|
%
|
United States mechanical construction and facilities services
|
123.5
|
|
|
5.4
|
%
|
|
116.0
|
|
|
6.0
|
%
|
|
132.0
|
|
|
7.7
|
%
|
|||
United States facilities services
|
82.3
|
|
|
3.6
|
%
|
|
69.1
|
|
|
3.4
|
%
|
|
59.3
|
|
|
3.9
|
%
|
|||
Total United States operations
|
306.5
|
|
|
5.3
|
%
|
|
269.7
|
|
|
5.3
|
%
|
|
261.7
|
|
|
6.0
|
%
|
|||
United Kingdom construction and facilities services
|
7.1
|
|
|
1.3
|
%
|
|
9.2
|
|
|
1.7
|
%
|
|
15.7
|
|
|
3.4
|
%
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Corporate administration
|
(63.5
|
)
|
|
—
|
|
|
(63.1
|
)
|
|
—
|
|
|
(55.9
|
)
|
|
—
|
|
|||
Restructuring expenses
|
(0.1
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|||
Impairment loss on goodwill and identifiable intangible assets
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
(246.1
|
)
|
|
—
|
|
|||
Total worldwide operations
|
250.0
|
|
|
3.9
|
%
|
|
210.8
|
|
|
3.8
|
%
|
|
(26.5
|
)
|
|
(0.5
|
)%
|
|||
Other corporate items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(7.3
|
)
|
|
|
|
|
(11.3
|
)
|
|
|
|
|
(12.2
|
)
|
|
|
|
|||
Interest income
|
1.6
|
|
|
|
|
|
1.8
|
|
|
|
|
|
2.7
|
|
|
|
|
|||
Gain on sale of equity investment
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
7.9
|
|
|
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
244.2
|
|
|
|
|
|
$
|
201.4
|
|
|
|
|
|
$
|
(28.1
|
)
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by operating activities
|
$
|
184.4
|
|
|
$
|
149.4
|
|
|
$
|
69.5
|
|
Net cash used in investing activities
|
$
|
(42.5
|
)
|
|
$
|
(320.5
|
)
|
|
$
|
(32.7
|
)
|
Net cash used in financing activities
|
$
|
(50.6
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
(48.0
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
$
|
2.7
|
|
|
$
|
0.9
|
|
|
$
|
(4.9
|
)
|
|
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 1.71%)
(1)
|
$
|
160.1
|
|
|
$
|
2.6
|
|
|
$
|
5.2
|
|
|
$
|
152.3
|
|
|
$
|
—
|
|
Capital lease obligations
|
6.4
|
|
|
2.0
|
|
|
3.4
|
|
|
1.0
|
|
|
—
|
|
|||||
Operating leases
|
196.0
|
|
|
52.9
|
|
|
80.0
|
|
|
48.8
|
|
|
14.3
|
|
|||||
Open purchase obligations
(2)
|
856.8
|
|
|
720.0
|
|
|
122.6
|
|
|
14.2
|
|
|
—
|
|
|||||
Other long-term obligations, including current portion
(3)
|
272.1
|
|
|
32.7
|
|
|
228.0
|
|
|
11.4
|
|
|
—
|
|
|||||
Liabilities related to uncertain income tax positions
|
13.9
|
|
|
5.5
|
|
|
8.1
|
|
|
0.3
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
$
|
1,505.3
|
|
|
$
|
815.7
|
|
|
$
|
447.3
|
|
|
$
|
228.0
|
|
|
$
|
14.3
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expirations by Period
|
||||||||||||||||||
Other Commercial Commitments
|
Total
Amounts
Committed
|
|
Less
than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
After
5 years
|
||||||||||
Letters of credit
|
$
|
84.2
|
|
|
$
|
82.1
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We classify these borrowings as long-term on our consolidated balance sheets because of our intent to repay the amounts on a long-term basis. These amounts are outstanding at our discretion and are not payable until the 2011 Revolving Credit Facility expires in November 2016. As of December 31, 2012, there were borrowings of $150.0 million outstanding under the 2011 Revolving Credit Facility.
|
(2)
|
Represents open purchase orders for material and subcontracting costs related to construction and service contracts. These purchase orders are not reflected in EMCOR's 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 earn-out arrangements, classified as other long-term liabilities in the consolidated balance sheets. Cash payments for insurance related liabilities may be payable beyond three years, but it is not practical to estimate these payments. 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.
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
605,303
|
|
|
$
|
511,322
|
|
Accounts receivable, less allowance of doubtful accounts of $11,472 and $16,685, respectively
|
1,221,956
|
|
|
1,187,832
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
93,061
|
|
|
114,836
|
|
||
Inventories
|
50,512
|
|
|
44,914
|
|
||
Prepaid expenses and other
|
73,621
|
|
|
77,749
|
|
||
Total current assets
|
2,044,453
|
|
|
1,936,653
|
|
||
Investments, notes and other long-term receivables
|
4,959
|
|
|
5,618
|
|
||
Property, plant and equipment, net
|
116,631
|
|
|
101,663
|
|
||
Goodwill
|
566,588
|
|
|
566,805
|
|
||
Identifiable intangible assets, net
|
343,748
|
|
|
370,373
|
|
||
Other assets
|
30,691
|
|
|
32,964
|
|
||
Total assets
|
$
|
3,107,070
|
|
|
$
|
3,014,076
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Current maturities of long-term debt and capital lease obligations
|
1,787
|
|
|
1,522
|
|
||
Accounts payable
|
490,621
|
|
|
477,801
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
383,527
|
|
|
441,695
|
|
||
Accrued payroll and benefits
|
224,555
|
|
|
204,785
|
|
||
Other accrued expenses and liabilities
|
194,029
|
|
|
205,110
|
|
||
Total current liabilities
|
1,294,519
|
|
|
1,330,913
|
|
||
Borrowings under revolving credit facility
|
150,000
|
|
|
150,000
|
|
||
Long-term debt and capital lease obligations
|
4,112
|
|
|
3,335
|
|
||
Other long-term obligations
|
301,260
|
|
|
284,697
|
|
||
Total liabilities
|
1,749,891
|
|
|
1,768,945
|
|
||
Equity:
|
|
|
|
||||
EMCOR Group, Inc. stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, zero issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized, 68,010,419 and 68,125,437 shares issued, respectively
|
680
|
|
|
681
|
|
||
Capital surplus
|
416,104
|
|
|
417,136
|
|
||
Accumulated other comprehensive loss
|
(81,040
|
)
|
|
(78,649
|
)
|
||
Retained earnings
|
1,022,239
|
|
|
910,042
|
|
||
Treasury stock, at cost 1,046,257 and 1,681,037 shares, respectively
|
(11,903
|
)
|
|
(14,476
|
)
|
||
Total EMCOR Group, Inc. stockholders’ equity
|
1,346,080
|
|
|
1,234,734
|
|
||
Noncontrolling interests
|
11,099
|
|
|
10,397
|
|
||
Total equity
|
1,357,179
|
|
|
1,245,131
|
|
||
Total liabilities and equity
|
$
|
3,107,070
|
|
|
$
|
3,014,076
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
$
|
6,346,679
|
|
|
$
|
5,613,459
|
|
|
$
|
4,851,953
|
|
Cost of sales
|
5,540,325
|
|
|
4,879,510
|
|
|
4,158,430
|
|
|||
Gross profit
|
806,354
|
|
|
733,949
|
|
|
693,523
|
|
|||
Selling, general and administrative expenses
|
556,242
|
|
|
518,121
|
|
|
472,135
|
|
|||
Restructuring expenses
|
145
|
|
|
1,240
|
|
|
1,835
|
|
|||
Impairment loss on goodwill and identifiable intangible assets
|
—
|
|
|
3,795
|
|
|
246,081
|
|
|||
Operating income (loss)
|
249,967
|
|
|
210,793
|
|
|
(26,528
|
)
|
|||
Interest expense
|
(7,275
|
)
|
|
(11,261
|
)
|
|
(12,153
|
)
|
|||
Interest income
|
1,556
|
|
|
1,820
|
|
|
2,657
|
|
|||
Gain on sale of equity investment
|
—
|
|
|
—
|
|
|
7,900
|
|
|||
Income (loss) from continuing operations before income taxes
|
244,248
|
|
|
201,352
|
|
|
(28,124
|
)
|
|||
Income tax provision
|
95,362
|
|
|
76,764
|
|
|
53,711
|
|
|||
Income (loss) from continuing operations
|
148,886
|
|
|
124,588
|
|
|
(81,835
|
)
|
|||
Income (loss) from discontinued operation, net of income taxes
|
—
|
|
|
9,083
|
|
|
(849
|
)
|
|||
Net income (loss) including noncontrolling interests
|
148,886
|
|
|
133,671
|
|
|
(82,684
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
(2,302
|
)
|
|
(2,845
|
)
|
|
(4,007
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc.
|
$
|
146,584
|
|
|
$
|
130,826
|
|
|
$
|
(86,691
|
)
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.20
|
|
|
$
|
1.82
|
|
|
$
|
(1.30
|
)
|
From discontinued operation
|
—
|
|
|
0.14
|
|
|
(0.01
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.20
|
|
|
$
|
1.96
|
|
|
$
|
(1.31
|
)
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.16
|
|
|
$
|
1.78
|
|
|
$
|
(1.30
|
)
|
From discontinued operation
|
—
|
|
|
0.13
|
|
|
(0.01
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.16
|
|
|
$
|
1.91
|
|
|
$
|
(1.31
|
)
|
Dividends declared per common share
|
$
|
0.51
|
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
148,886
|
|
|
$
|
133,671
|
|
|
$
|
(82,684
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
120
|
|
|
(14,182
|
)
|
|
3,196
|
|
|||
Changes in post retirement plans
(2)
|
(2,511
|
)
|
|
(22,056
|
)
|
|
6,501
|
|
|||
Deferred gain on cash flow hedge
(3)
|
—
|
|
|
—
|
|
|
591
|
|
|||
Other comprehensive (loss) income
|
(2,391
|
)
|
|
(36,238
|
)
|
|
10,288
|
|
|||
Comprehensive income (loss)
|
146,495
|
|
|
97,433
|
|
|
(72,396
|
)
|
|||
Less: Comprehensive income attributable to the noncontrolling interest
|
(2,302
|
)
|
|
(2,845
|
)
|
|
(4,007
|
)
|
|||
Comprehensive income (loss) attributable to EMCOR Group, Inc.
|
$
|
144,193
|
|
|
$
|
94,588
|
|
|
$
|
(76,403
|
)
|
(1)
|
Includes a
$15.5 million
foreign currency translation reversal relating to the disposition of our Canadian subsidiary, which was included as part of the gain on sale of discontinued operation, for the year ended December 31, 2011.
|
(2)
|
Net of tax of
$0.8 million
,
$7.6 million
and
$2.5 million
for the years ended
December 31, 2012
,
2011
and
2010
, respectively.
|
(3)
|
Net of tax of
$0.4 million
for the year ended December 31, 2010.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows - operating activities:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interests
|
$
|
148,886
|
|
|
$
|
133,671
|
|
|
$
|
(82,684
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
31,204
|
|
|
27,426
|
|
|
25,498
|
|
|||
Amortization of identifiable intangible assets
|
29,762
|
|
|
26,350
|
|
|
16,417
|
|
|||
Provision for (recovery of) doubtful accounts
|
1,163
|
|
|
2,238
|
|
|
(5,126
|
)
|
|||
Deferred income taxes
|
6,626
|
|
|
8,826
|
|
|
(15,390
|
)
|
|||
Gain on sale of discontinued operation, net of income taxes
|
—
|
|
|
(9,127
|
)
|
|
—
|
|
|||
Gain on sale of equity investments
|
—
|
|
|
—
|
|
|
(12,409
|
)
|
|||
Loss on sale of property, plant and equipment
|
272
|
|
|
592
|
|
|
127
|
|
|||
Excess tax benefits from share-based compensation
|
(7,083
|
)
|
|
(3,619
|
)
|
|
(1,474
|
)
|
|||
Equity income from unconsolidated entities
|
(930
|
)
|
|
(1,301
|
)
|
|
(843
|
)
|
|||
Non-cash expense for amortization of debt issuance costs
|
1,212
|
|
|
2,438
|
|
|
2,703
|
|
|||
Non-cash income from contingent consideration arrangements
|
(6,381
|
)
|
|
(2,798
|
)
|
|
(394
|
)
|
|||
Non-cash expense for impairment of goodwill and identifiable intangible assets
|
—
|
|
|
3,795
|
|
|
246,081
|
|
|||
Non-cash share-based compensation expense
|
6,766
|
|
|
5,447
|
|
|
5,742
|
|
|||
Supplemental defined benefit plan contribution
|
—
|
|
|
—
|
|
|
(25,916
|
)
|
|||
Distributions from unconsolidated entities
|
887
|
|
|
606
|
|
|
958
|
|
|||
Changes in operating assets and liabilities, excluding the effect of businesses acquired:
|
|
|
|
|
|
||||||
Increase in accounts receivable
|
(12,852
|
)
|
|
(75,529
|
)
|
|
(8,342
|
)
|
|||
(Increase) decrease in inventories
|
(5,597
|
)
|
|
(10,549
|
)
|
|
2,118
|
|
|||
Decrease (increase) in costs and estimated earnings in excess of billings on uncompleted contracts
|
24,126
|
|
|
(33,816
|
)
|
|
8,757
|
|
|||
Increase in accounts payable
|
5,425
|
|
|
34,727
|
|
|
16,992
|
|
|||
Decrease in billings in excess of costs and estimated earnings on uncompleted contracts
|
(62,533
|
)
|
|
(16,278
|
)
|
|
(73,714
|
)
|
|||
Increase (decrease) in accrued payroll and benefits and other accrued expenses and liabilities
|
24,345
|
|
|
49,634
|
|
|
(42,639
|
)
|
|||
Changes in other assets and liabilities, net
|
(890
|
)
|
|
6,692
|
|
|
13,065
|
|
|||
Net cash provided by operating activities
|
184,408
|
|
|
149,425
|
|
|
69,527
|
|
|||
Cash flows - investing activities:
|
|
|
|
|
|
||||||
Payments for acquisitions of businesses, net of cash acquired, and related contingent consideration arrangement
|
(20,613
|
)
|
|
(301,306
|
)
|
|
(39,902
|
)
|
|||
Proceeds from sale of discontinued operation, net of cash sold
|
—
|
|
|
26,627
|
|
|
—
|
|
|||
Proceeds from sale of equity investments
|
—
|
|
|
—
|
|
|
25,570
|
|
|||
Proceeds from sale of property, plant and equipment
|
3,070
|
|
|
1,409
|
|
|
1,032
|
|
|||
Purchase of property, plant and equipment
|
(37,875
|
)
|
|
(29,581
|
)
|
|
(19,359
|
)
|
|||
Investments in and advances to unconsolidated entities and joint ventures
|
—
|
|
|
(28
|
)
|
|
(65
|
)
|
|||
Purchase of short-term investments
|
(22,433
|
)
|
|
(17,639
|
)
|
|
—
|
|
|||
Maturity of short-term investments
|
35,305
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(42,546
|
)
|
|
(320,518
|
)
|
|
(32,724
|
)
|
|||
Cash flows - financing activities:
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility
|
—
|
|
|
—
|
|
|
153,000
|
|
|||
Repayments of revolving credit facility
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
|||
Net repayments of long-term debt and debt issuance costs
|
(40
|
)
|
|
(4,147
|
)
|
|
(200,828
|
)
|
|||
Repayments of capital lease obligations
|
(1,978
|
)
|
|
(1,095
|
)
|
|
(430
|
)
|
|||
Dividends paid to stockholders
|
(34,073
|
)
|
|
(3,336
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(23,912
|
)
|
|
(27,523
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
8,786
|
|
|
5,608
|
|
|
2,818
|
|
|||
Payments to satisfy minimum tax withholding
|
(1,654
|
)
|
|
(1,256
|
)
|
|
(875
|
)
|
|||
Issuance of common stock under employee stock purchase plan
|
2,549
|
|
|
2,310
|
|
|
2,305
|
|
|||
Payments for contingent consideration arrangements
|
(5,748
|
)
|
|
(1,118
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(1,600
|
)
|
|
(2,350
|
)
|
|
(2,500
|
)
|
|||
Excess tax benefits from share-based compensation
|
7,083
|
|
|
3,619
|
|
|
1,474
|
|
|||
Net cash used in financing activities
|
(50,587
|
)
|
|
(29,288
|
)
|
|
(48,036
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
2,706
|
|
|
867
|
|
|
(4,906
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
93,981
|
|
|
(199,514
|
)
|
|
(16,139
|
)
|
|||
Cash and cash equivalents at beginning of year
|
511,322
|
|
|
710,836
|
|
|
726,975
|
|
|||
Cash and cash equivalents at end of period
|
$
|
605,303
|
|
|
$
|
511,322
|
|
|
$
|
710,836
|
|
|
|
|
EMCOR Group, Inc. Stockholders
|
|
|
||||||||||||||||||||||
|
Total
|
|
Common
stock
|
|
Capital
surplus
|
|
Accumulated other comprehensive (loss) income
(1)
|
|
Retained
earnings
|
|
Treasury
stock
|
|
Noncontrolling
interests
|
||||||||||||||
Balance, December 31, 2009
|
$
|
1,226,466
|
|
|
$
|
687
|
|
|
$
|
416,267
|
|
|
$
|
(52,699
|
)
|
|
$
|
869,267
|
|
|
$
|
(15,451
|
)
|
|
$
|
8,395
|
|
Net (loss) income including noncontrolling interests
|
(82,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,691
|
)
|
|
—
|
|
|
4,007
|
|
|||||||
Other comprehensive income
|
10,288
|
|
|
—
|
|
|
—
|
|
|
10,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock, at cost
(2)
|
(875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(875
|
)
|
|
—
|
|
|||||||
Common stock issued under share-based compensation plans
(3)
|
4,103
|
|
|
3
|
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|||||||
Common stock issued under employee stock purchase plan
|
2,305
|
|
|
—
|
|
|
2,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
|||||||
Share-based compensation expense
|
5,742
|
|
|
—
|
|
|
5,742
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2010
|
$
|
1,162,845
|
|
|
$
|
690
|
|
|
$
|
427,613
|
|
|
$
|
(42,411
|
)
|
|
$
|
782,576
|
|
|
$
|
(15,525
|
)
|
|
$
|
9,902
|
|
Net income including noncontrolling interests
|
133,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,826
|
|
|
—
|
|
|
2,845
|
|
|||||||
Other comprehensive loss
|
(36,238
|
)
|
|
—
|
|
|
—
|
|
|
(36,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock, at cost
(2)
|
(1,256
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,256
|
)
|
|
—
|
|
|||||||
Common stock issued under share-based compensation plans
(3)
|
11,561
|
|
|
3
|
|
|
9,253
|
|
|
—
|
|
|
—
|
|
|
2,305
|
|
|
—
|
|
|||||||
Common stock issued under employee stock purchase plan
|
2,310
|
|
|
—
|
|
|
2,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock dividends
|
(3,336
|
)
|
|
|
|
24
|
|
|
|
|
(3,360
|
)
|
|
|
|
|
|||||||||||
Repurchase of common stock
|
(27,523
|
)
|
|
(12
|
)
|
|
(27,511
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
(2,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,350
|
)
|
|||||||
Share-based compensation expense
|
5,447
|
|
|
—
|
|
|
5,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2011
|
$
|
1,245,131
|
|
|
$
|
681
|
|
|
$
|
417,136
|
|
|
$
|
(78,649
|
)
|
|
$
|
910,042
|
|
|
$
|
(14,476
|
)
|
|
$
|
10,397
|
|
Net income including noncontrolling interests
|
148,886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,584
|
|
|
—
|
|
|
2,302
|
|
|||||||
Other comprehensive loss
|
(2,391
|
)
|
|
—
|
|
|
—
|
|
|
(2,391
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued under share-based compensation plans
(3)
|
15,823
|
|
|
8
|
|
|
13,242
|
|
|
—
|
|
|
—
|
|
|
2,573
|
|
|
—
|
|
|||||||
Common stock issued under employee stock purchase plan
|
2,549
|
|
|
—
|
|
|
2,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock dividends
|
(34,073
|
)
|
|
—
|
|
|
314
|
|
|
—
|
|
|
(34,387
|
)
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
(23,912
|
)
|
|
(9
|
)
|
|
(23,903
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,600
|
)
|
|||||||
Share-based compensation expense
|
6,766
|
|
|
—
|
|
|
6,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2012
|
$
|
1,357,179
|
|
|
$
|
680
|
|
|
$
|
416,104
|
|
|
$
|
(81,040
|
)
|
|
$
|
1,022,239
|
|
|
$
|
(11,903
|
)
|
|
$
|
11,099
|
|
(1)
|
As of December 31, 2012, represents cumulative foreign currency translation and post retirement liability adjustments of
$5.7 million
and
$(86.7) million
, respectively. As of December 31, 2011, represents cumulative foreign currency translation and post retirement liability adjustments of
$5.6 million
and
$(84.2) million
, respectively. As of December 31, 2010, represents cumulative foreign currency translation and post retirement liability adjustments of
$19.8 million
,
$(62.2) million
, respectively.
|
(2)
|
Represents value of shares of common stock withheld by EMCOR for minimum statutory income tax withholding requirements upon the issuance of shares in respect of restricted stock units.
|
(3)
|
Includes the tax benefit associated with share-based compensation of
$8.7 million
in
2012
,
$6.2 million
in
2011
and
$2.0 million
in
2010
.
|
|
2012
|
|
2011
|
||||
Costs incurred on uncompleted contracts
|
$
|
7,675,049
|
|
|
$
|
7,598,325
|
|
Estimated earnings, thereon
|
876,496
|
|
|
830,622
|
|
||
|
8,551,545
|
|
|
8,428,947
|
|
||
Less: billings to date
|
8,842,011
|
|
|
8,755,806
|
|
||
|
$
|
(290,466
|
)
|
|
$
|
(326,859
|
)
|
|
2012
|
|
2011
|
||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
$
|
93,061
|
|
|
$
|
114,836
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(383,527
|
)
|
|
(441,695
|
)
|
||
|
$
|
(290,466
|
)
|
|
$
|
(326,859
|
)
|
|
2011
(1)
|
|
2010
|
||||
Revenues
|
$
|
118,214
|
|
|
$
|
269,332
|
|
Loss from discontinued operation (net of income taxes)
|
$
|
(44
|
)
|
|
$
|
(849
|
)
|
Gain on sale of discontinued operation (net of income taxes)
|
$
|
9,127
|
|
|
$
|
—
|
|
Net income (loss) from discontinued operation
|
$
|
9,083
|
|
|
$
|
(849
|
)
|
Diluted earnings (loss) per share from discontinued operation
|
$
|
0.13
|
|
|
$
|
(0.01
|
)
|
Assets of discontinued operation:
|
|
|
||
Current assets
|
|
$
|
99,173
|
|
Non-current assets
|
|
$
|
3,827
|
|
|
|
|
||
Liabilities of discontinued operation:
|
|
|
|
|
Current liabilities
|
|
$
|
53,853
|
|
Non-current liabilities
|
|
$
|
4,108
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
146,584
|
|
|
$
|
121,743
|
|
|
$
|
(85,842
|
)
|
Income (loss) from discontinued operation
|
—
|
|
|
9,083
|
|
|
(849
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc. available to common stockholders
|
$
|
146,584
|
|
|
$
|
130,826
|
|
|
$
|
(86,691
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding used to compute basic earnings per common share
|
66,701,869
|
|
|
66,780,093
|
|
|
66,393,782
|
|
|||
Effect of dilutive securities—Share-based awards
|
1,036,549
|
|
|
1,595,409
|
|
|
—
|
|
|||
Shares used to compute diluted earnings (loss) per common share
|
67,738,418
|
|
|
68,375,502
|
|
|
66,393,782
|
|
|||
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.20
|
|
|
$
|
1.82
|
|
|
$
|
(1.30
|
)
|
From discontinued operation
|
—
|
|
|
0.14
|
|
|
(0.01
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc. available to common stockholders
|
$
|
2.20
|
|
|
$
|
1.96
|
|
|
$
|
(1.31
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
2.16
|
|
|
$
|
1.78
|
|
|
$
|
(1.30
|
)
|
From discontinued operation
|
—
|
|
|
0.13
|
|
|
(0.01
|
)
|
|||
Net income (loss) attributable to EMCOR Group, Inc. available to common stockholders
|
$
|
2.16
|
|
|
$
|
1.91
|
|
|
$
|
(1.31
|
)
|
|
2012
|
|
2011
|
||||
Raw materials and construction materials
|
$
|
20,994
|
|
|
$
|
21,452
|
|
Work in process
|
29,518
|
|
|
23,462
|
|
||
|
$
|
50,512
|
|
|
$
|
44,914
|
|
|
2012
|
|
2011
|
||||
Machinery and equipment
|
$
|
105,559
|
|
|
$
|
86,874
|
|
Vehicles
|
45,340
|
|
|
40,729
|
|
||
Furniture and fixtures
|
21,353
|
|
|
22,159
|
|
||
Computer hardware/software
|
82,205
|
|
|
84,473
|
|
||
Land, buildings and leasehold improvements
|
69,564
|
|
|
66,028
|
|
||
|
324,021
|
|
|
300,263
|
|
||
Accumulated depreciation and amortization
|
(207,390
|
)
|
|
(198,600
|
)
|
||
|
$
|
116,631
|
|
|
$
|
101,663
|
|
|
United States
electrical
construction
and facilities
services segment
|
|
United States
mechanical
construction
and facilities
services segment
|
|
United States
facilities
services segment
|
|
Total
|
||||||||
Gross balance at December 31, 2010
|
$
|
3,823
|
|
|
$
|
175,175
|
|
|
$
|
438,408
|
|
|
$
|
617,406
|
|
Accumulated impairment charge
|
—
|
|
|
—
|
|
|
(210,602
|
)
|
|
(210,602
|
)
|
||||
Balance at December 31, 2010
|
3,823
|
|
|
175,175
|
|
|
227,806
|
|
|
406,804
|
|
||||
Acquisitions, earn-out and purchase price adjustments
|
—
|
|
|
23,271
|
|
|
136,730
|
|
|
160,001
|
|
||||
Balance at December 31, 2011
|
3,823
|
|
|
198,446
|
|
|
364,536
|
|
|
566,805
|
|
||||
Acquisitions and purchase price adjustments
|
—
|
|
|
2,014
|
|
|
(2,231
|
)
|
|
(217
|
)
|
||||
Transfers
|
—
|
|
|
690
|
|
|
(690
|
)
|
|
—
|
|
||||
Balance at December 31, 2012
|
$
|
3,823
|
|
|
$
|
201,150
|
|
|
$
|
361,615
|
|
|
$
|
566,588
|
|
|
December 31, 2012
|
||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
Charge
|
|
Total
|
||||||||
Contract backlog
|
$
|
47,580
|
|
|
$
|
(46,630
|
)
|
|
$
|
—
|
|
|
$
|
950
|
|
Developed technology/Vendor network
|
95,661
|
|
|
(25,078
|
)
|
|
—
|
|
|
70,583
|
|
||||
Customer relationships
|
259,683
|
|
|
(61,718
|
)
|
|
(4,834
|
)
|
|
193,131
|
|
||||
Non-competition agreements
|
8,269
|
|
|
(7,898
|
)
|
|
—
|
|
|
371
|
|
||||
Trade names (amortized)
|
17,521
|
|
|
(3,951
|
)
|
|
—
|
|
|
13,570
|
|
||||
Trade names (unamortized)
|
113,109
|
|
|
—
|
|
|
(47,966
|
)
|
|
65,143
|
|
||||
Total
|
$
|
541,823
|
|
|
$
|
(145,275
|
)
|
|
$
|
(52,800
|
)
|
|
$
|
343,748
|
|
|
December 31, 2011
|
||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
Charge
|
|
Total
|
||||||||
Contract backlog
|
$
|
47,580
|
|
|
$
|
(41,505
|
)
|
|
$
|
—
|
|
|
$
|
6,075
|
|
Developed technology/Vendor network
|
95,661
|
|
|
(19,943
|
)
|
|
—
|
|
|
75,718
|
|
||||
Customer relationships
|
257,054
|
|
|
(45,213
|
)
|
|
(4,834
|
)
|
|
207,007
|
|
||||
Non-competition agreements
|
8,269
|
|
|
(7,386
|
)
|
|
—
|
|
|
883
|
|
||||
Trade names (amortized)
|
17,521
|
|
|
(1,466
|
)
|
|
—
|
|
|
16,055
|
|
||||
Trade names (unamortized)
|
112,601
|
|
|
—
|
|
|
(47,966
|
)
|
|
64,635
|
|
||||
Total
|
$
|
538,686
|
|
|
$
|
(115,513
|
)
|
|
$
|
(52,800
|
)
|
|
$
|
370,373
|
|
2013
|
$
|
25,175
|
|
2014
|
23,884
|
|
|
2015
|
23,798
|
|
|
2016
|
23,131
|
|
|
2017
|
20,908
|
|
|
Thereafter
|
161,709
|
|
|
|
$
|
278,605
|
|
|
2012
|
|
2011
|
||||
2011 Revolving Credit Facility
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Capitalized Lease Obligations, at weighted average interest rates from 0.8% to 8.3% payable in varying amounts through 2018
|
5,881
|
|
|
4,857
|
|
||
Other, payable through 2015
|
18
|
|
|
—
|
|
||
|
155,899
|
|
|
154,857
|
|
||
Less: current maturities
|
1,787
|
|
|
1,522
|
|
||
|
$
|
154,112
|
|
|
$
|
153,335
|
|
|
Assets at Fair Value as of December 31, 2012
|
||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Cash and cash equivalents
(1)
|
$
|
605,303
|
|
|
—
|
|
|
—
|
|
|
$
|
605,303
|
|
Restricted cash
(2)
|
6,281
|
|
|
—
|
|
|
—
|
|
|
6,281
|
|
||
Short-term investments
(2)
|
4,879
|
|
|
—
|
|
|
—
|
|
|
4,879
|
|
||
Total
|
$
|
616,463
|
|
|
—
|
|
|
—
|
|
|
$
|
616,463
|
|
|
Assets at Fair Value as of December 31, 2011
|
||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Cash and cash equivalents
(1)
|
$
|
511,322
|
|
|
—
|
|
|
—
|
|
|
$
|
511,322
|
|
Restricted cash
(2)
|
5,928
|
|
|
—
|
|
|
—
|
|
|
5,928
|
|
||
Short-term investments
(2)
|
17,096
|
|
|
—
|
|
|
—
|
|
|
17,096
|
|
||
Total
|
$
|
534,346
|
|
|
—
|
|
|
—
|
|
|
$
|
534,346
|
|
(1)
|
Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, which are Level 1 assets. At
December 31, 2012
and
2011
, we had
$407.4 million
and
$373.1 million
, respectively, in money market funds.
|
(2)
|
Restricted cash and short-term investments with original maturities greater than three months are classified as “Prepaid expenses and other” on our consolidated balance sheets.
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
5,661
|
|
|
$
|
6,513
|
|
Additions based on tax positions related to the current year
|
5,863
|
|
|
1,298
|
|
||
Additions based on tax positions related to prior years
|
1,348
|
|
|
395
|
|
||
Reductions for tax positions of prior years
|
(1,298
|
)
|
|
(1,074
|
)
|
||
Reductions for expired statute of limitations
|
(293
|
)
|
|
(1,471
|
)
|
||
Balance at end of year
|
$
|
11,281
|
|
|
$
|
5,661
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal provision
|
$
|
70,019
|
|
|
$
|
54,033
|
|
|
$
|
55,878
|
|
State and local provisions
|
18,174
|
|
|
14,735
|
|
|
14,079
|
|
|||
Foreign provision (benefit)
|
543
|
|
|
(350
|
)
|
|
1,771
|
|
|||
|
88,736
|
|
|
68,418
|
|
|
71,728
|
|
|||
Deferred
|
6,626
|
|
|
8,346
|
|
|
(18,017
|
)
|
|||
|
$
|
95,362
|
|
|
$
|
76,764
|
|
|
$
|
53,711
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal income taxes at the statutory rate
|
85,487
|
|
|
70,471
|
|
|
(9,843
|
)
|
|||
Noncontrolling interests
|
(806
|
)
|
|
(996
|
)
|
|
(1,403
|
)
|
|||
State and local income taxes, net of federal tax benefits
|
12,439
|
|
|
9,600
|
|
|
6,374
|
|
|||
Permanent differences
|
2,605
|
|
|
2,468
|
|
|
3,012
|
|
|||
Domestic manufacturing deduction
|
(5,559
|
)
|
|
(4,048
|
)
|
|
(4,413
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
61,827
|
|
|||
Foreign income taxes (including UK statutory rate changes)
|
703
|
|
|
56
|
|
|
(507
|
)
|
|||
Adjustments to valuation allowance for deferred tax assets
|
—
|
|
|
172
|
|
|
(2,812
|
)
|
|||
Federal tax reserves
|
(258
|
)
|
|
(1,056
|
)
|
|
(1,153
|
)
|
|||
Other
|
751
|
|
|
97
|
|
|
2,629
|
|
|||
|
$
|
95,362
|
|
|
$
|
76,764
|
|
|
$
|
53,711
|
|
|
2012
|
|
2011
|
||||
Deferred income tax assets:
|
|
|
|
||||
Excess of amounts expensed for financial statement purposes over amounts deducted for income tax purposes:
|
|
|
|
||||
Insurance liabilities
|
51,348
|
|
|
49,551
|
|
||
Pension liability
|
15,990
|
|
|
18,531
|
|
||
Other (including liabilities and reserves)
|
49,579
|
|
|
51,152
|
|
||
Total deferred income tax assets
|
116,917
|
|
|
119,234
|
|
||
Valuation allowance for deferred tax assets
|
(2,494
|
)
|
|
(3,370
|
)
|
||
Net deferred income tax assets
|
114,423
|
|
|
115,864
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Costs capitalized for financial statement purposes and deducted for income tax purposes:
|
|
|
|
||||
Amortization of identifiable intangible assets
|
(133,185
|
)
|
|
(127,543
|
)
|
||
Other, primarily depreciation of property, plant and equipment
|
(16,883
|
)
|
|
(17,330
|
)
|
||
Total deferred income tax liabilities
|
(150,068
|
)
|
|
(144,873
|
)
|
||
Net deferred income tax liabilities
|
$
|
(35,645
|
)
|
|
$
|
(29,009
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
236,774
|
|
|
$
|
191,154
|
|
|
$
|
(46,114
|
)
|
Foreign
|
7,474
|
|
|
10,198
|
|
|
17,990
|
|
|||
|
$
|
244,248
|
|
|
$
|
201,352
|
|
|
$
|
(28,124
|
)
|
Stock Options
|
|
Restricted Stock Units
|
||||||||||||||
|
|
Shares
|
|
Weighted
Average
Price
|
|
|
|
Shares
|
|
Weighted
Average
Price
|
||||||
Balance, December 31, 2009
|
|
4,535,174
|
|
|
$
|
13.59
|
|
|
Balance, December 31, 2009
|
|
374,889
|
|
|
$
|
24.71
|
|
Granted
|
|
175,723
|
|
|
$
|
24.78
|
|
|
Granted
|
|
110,335
|
|
|
$
|
27.88
|
|
Expired
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
||
Exercised
|
|
(294,124
|
)
|
|
$
|
9.58
|
|
|
Vested
|
|
(120,036
|
)
|
|
$
|
28.13
|
|
Balance, December 31, 2010
|
|
4,416,773
|
|
|
$
|
14.31
|
|
|
Balance, December 31, 2010
|
|
365,188
|
|
|
$
|
24.54
|
|
Granted
|
|
20,096
|
|
|
$
|
29.26
|
|
|
Granted
|
|
258,881
|
|
|
$
|
29.92
|
|
Expired
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
||
Exercised
|
|
(1,036,328
|
)
|
|
$
|
11.32
|
|
|
Vested
|
|
(137,219
|
)
|
|
$
|
23.31
|
|
Balance, December 31, 2011
|
|
3,400,541
|
|
|
$
|
15.30
|
|
|
Balance, December 31, 2011
|
|
486,850
|
|
|
$
|
27.75
|
|
Granted
|
|
11,702
|
|
|
$
|
27.39
|
|
|
Granted
|
|
340,518
|
|
|
$
|
27.90
|
|
Expired
|
|
(25,624
|
)
|
|
$
|
28.13
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
(1,590,242
|
)
|
|
$
|
13.09
|
|
|
Vested
|
|
(238,461
|
)
|
|
$
|
25.96
|
|
Balance, December 31, 2012
|
|
1,796,377
|
|
|
$
|
17.15
|
|
|
Balance, December 31, 2012
|
|
588,907
|
|
|
$
|
28.56
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Dividend yield
|
0.73
|
%
|
|
0
|
%
|
|
0
|
%
|
|||
Expected volatility
|
52.6
|
%
|
|
56.1
|
%
|
|
45.7
|
%
|
|||
Risk-free interest rate
|
0.5
|
%
|
|
1.3
|
%
|
|
2.6
|
%
|
|||
Expected life of options in years
|
3.6
|
|
|
3.6
|
|
|
6.7
|
|
|||
Weighted average grant date fair value
|
$
|
10.18
|
|
|
$
|
12.23
|
|
|
$
|
12.18
|
|
|
2012
|
|
2011
|
||||
Change in pension benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
265,061
|
|
|
$
|
249,848
|
|
Interest cost
|
12,460
|
|
|
13,286
|
|
||
Actuarial loss
|
21,642
|
|
|
12,509
|
|
||
Benefits paid
|
(9,543
|
)
|
|
(9,198
|
)
|
||
Foreign currency exchange rate changes
|
12,686
|
|
|
(1,384
|
)
|
||
Benefit obligation at end of year
|
302,306
|
|
|
265,061
|
|
||
Change in pension plan assets
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
204,080
|
|
|
212,933
|
|
||
Actual return on plan assets
|
29,231
|
|
|
(4,936
|
)
|
||
Employer contributions
|
5,933
|
|
|
5,824
|
|
||
Benefits paid
|
(9,543
|
)
|
|
(9,198
|
)
|
||
Foreign currency exchange rate changes
|
9,949
|
|
|
(543
|
)
|
||
Fair value of plan assets at end of year
|
239,650
|
|
|
204,080
|
|
||
Funded status at end of year
|
$
|
(62,656
|
)
|
|
$
|
(60,981
|
)
|
|
2012
|
|
2011
|
||||
Unrecognized losses
|
$
|
104,556
|
|
|
$
|
97,093
|
|
|
2012
|
|
2011
|
||
Discount rate
|
4.3
|
%
|
|
4.7
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.7
|
%
|
|
5.3
|
%
|
|
5.6
|
%
|
Annual rate of return on plan assets
|
6.7
|
%
|
|
6.7
|
%
|
|
7.0
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,458
|
|
Interest cost
|
12,460
|
|
|
13,286
|
|
|
13,399
|
|
|||
Expected return on plan assets
|
(13,058
|
)
|
|
(13,454
|
)
|
|
(12,245
|
)
|
|||
Amortization of unrecognized loss
|
2,433
|
|
|
1,555
|
|
|
2,914
|
|
|||
Net periodic pension cost
|
$
|
1,835
|
|
|
$
|
1,387
|
|
|
$
|
5,526
|
|
Asset Category
|
Target
Asset Allocation |
|
December 31,
2012 |
|
December 31,
2011 |
|||
Equity securities
|
65.0
|
%
|
|
63.8
|
%
|
|
64.1
|
%
|
Debt securities
|
35.0
|
%
|
|
35.8
|
%
|
|
35.8
|
%
|
Cash
|
—
|
%
|
|
0.4
|
%
|
|
0.1
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Assets at Fair Value as of December 31, 2012
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity and equity like investments
|
$
|
—
|
|
|
$
|
147,957
|
|
|
$
|
4,996
|
|
|
$
|
152,953
|
|
Corporate bonds
|
—
|
|
|
62,534
|
|
|
—
|
|
|
62,534
|
|
||||
Government bonds
|
—
|
|
|
23,227
|
|
|
—
|
|
|
23,227
|
|
||||
Cash
|
936
|
|
|
—
|
|
|
—
|
|
|
936
|
|
||||
Total
|
$
|
936
|
|
|
$
|
233,718
|
|
|
$
|
4,996
|
|
|
$
|
239,650
|
|
|
Assets at Fair Value as of December 31, 2011
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity and equity like investments
|
$
|
—
|
|
|
$
|
126,128
|
|
|
$
|
4,690
|
|
|
$
|
130,818
|
|
Corporate bonds
|
—
|
|
|
50,140
|
|
|
—
|
|
|
50,140
|
|
||||
Government bonds
|
—
|
|
|
22,990
|
|
|
—
|
|
|
22,990
|
|
||||
Cash
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
||||
Total
|
$
|
132
|
|
|
$
|
199,258
|
|
|
$
|
4,690
|
|
|
$
|
204,080
|
|
(a)
|
Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted but the underlying assets held by the fund are either:
|
(i)
|
held in a variety of listed investments
|
(ii)
|
held in UK treasury bonds or corporate bonds with the asset value being based on fixed income streams. Some of the underlying bonds are also listed on regulated markets.
|
(b)
|
Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are quoted. The underlying assets within these funds comprise cash or assets that are listed on a regulated market (i.e. the values are based on observable market data) and it is these values that are used to calculate the unit price of the fund.
|
Equity and Equity Like Investments
|
2012
|
|
2011
|
||||
Start of year balance
|
$
|
4,690
|
|
|
$
|
5,003
|
|
Actual return on plan assets, relating to assets still held at reporting date
|
90
|
|
|
(302
|
)
|
||
Purchases, sales and settlements, net
|
—
|
|
|
—
|
|
||
Change due to exchange rate changes
|
216
|
|
|
(11
|
)
|
||
End of year balance
|
$
|
4,996
|
|
|
$
|
4,690
|
|
|
Pension
Benefits
|
||
2013
|
$
|
10,067
|
|
2014
|
10,349
|
|
|
2015
|
10,639
|
|
|
2016
|
10,936
|
|
|
2017
|
11,243
|
|
|
Succeeding five years
|
61,115
|
|
|
2012
|
|
2011
|
||||
Projected benefit obligation
|
$
|
302,306
|
|
|
$
|
265,061
|
|
Accumulated benefit obligation
|
$
|
302,306
|
|
|
$
|
265,061
|
|
Fair value of plan assets
|
$
|
239,650
|
|
|
$
|
204,080
|
|
Pension Fund
|
|
EIN/Pension Plan
Number
|
|
PPA Zone Status
(1)
|
|
FIP/RP
Status
|
|
Contributions
|
|
Contributions greater than 5% of total plan contributions
(2)
|
|
Expiration
date of CBA
|
||||||||||||
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
|
2010
|
|
|||||||||||||
Plumbers & Pipefitters National Pension Fund
|
|
52-6152779 001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
$
|
10,999
|
|
|
$
|
12,351
|
|
|
$
|
9,416
|
|
|
No
|
|
July 2012 to
June 2016
|
Sheet Metal Workers National Pension Fund
|
|
52-6112463 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
9,837
|
|
|
9,665
|
|
|
7,688
|
|
|
No
|
|
March 2013 to
June 2016
|
|||
National Electrical Benefit Fund
|
|
53-0181657 001
|
|
Green
|
|
Green
|
|
N/A
|
|
7,679
|
|
|
8,541
|
|
|
8,100
|
|
|
No
|
|
February
2012 to
December 2016
|
|||
Arizona Pipe Trades Pension Plan
|
|
86-6025734 001
|
|
Green
|
|
Green
|
|
N/A
|
|
6,871
|
|
|
2,877
|
|
|
2,874
|
|
|
Yes
|
|
June 2014
|
|||
Central Pension Fund of the International Union of Operating Engineers and Participating Employers
|
|
36-6052390 001
|
|
Green
|
|
Green
|
|
N/A
|
|
6,076
|
|
|
5,392
|
|
|
3,847
|
|
|
No
|
|
February
2013 to
March 2016
|
|||
Pension, Hospitalization & Benefit Plan of the Electrical Industry- Pension Trust Account
|
|
13-6123601 001
|
|
Green
|
|
Green
|
|
N/A
|
|
5,722
|
|
|
5,364
|
|
|
5,291
|
|
|
No
|
|
May 2013 to January 2015
|
Pension Fund
|
|
EIN/Pension Plan
Number
|
|
PPA Zone Status
(1)
|
|
FIP/RP
Status
|
|
Contributions
|
|
Contributions greater than 5% of total plan contributions
(2)
|
|
Expiration
date of CBA
|
||||||||||||
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
|
2010
|
|
|||||||||||||
National Automatic Sprinkler Industry Pension Fund
|
|
52-6054620 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
4,952
|
|
|
5,452
|
|
|
4,825
|
|
|
No
|
|
April 2012 to
June 2014
|
|||
Eighth District Electrical Pension Fund
|
|
84-6100393 001
|
|
Green
|
|
Green
|
|
N/A
|
|
3,890
|
|
|
2,159
|
|
|
2,267
|
|
|
No
|
|
May 2013 to May 2015
|
|||
Sheet Metal Workers Pension Plan of Northern California
|
|
51-6115939 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
3,881
|
|
|
2,604
|
|
|
1,831
|
|
|
No
|
|
January 2014 to June 2015
|
|||
Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan
|
|
31-0655223 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
3,848
|
|
|
3,332
|
|
|
3,174
|
|
|
Yes
|
|
June 2014
|
|||
Northern California Pipe Trades Pension Plan
|
|
94-3190386 001
|
|
Green
|
|
Green
|
|
N/A
|
|
3,582
|
|
|
2,596
|
|
|
2,464
|
|
|
No
|
|
June 2013 to
June 2015
|
|||
Southern California Pipe Trades Retirement Fund
|
|
51-6108443 001
|
|
Green
|
|
Green
|
|
N/A
|
|
3,443
|
|
|
2,903
|
|
|
2,944
|
|
|
No
|
|
June 2014 to
August 2015
|
|||
Southern California IBEW-NECA Pension Trust Fund
|
|
95-6392774 001
|
|
Yellow
|
|
Green
|
|
Pending
|
|
3,266
|
|
|
3,345
|
|
|
2,541
|
|
|
No
|
|
June 2014 to
May 2015
|
|||
Electrical Workers Local No. 26 Pension Trust Fund
|
|
52-6117919 001
|
|
Green
|
|
Green
|
|
N/A
|
|
3,049
|
|
|
2,244
|
|
|
2,007
|
|
|
Yes
|
|
June 2013 to
May 2015
|
|||
Boilermaker-Blacksmith National Pension Trust
|
|
48-6168020 001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
2,996
|
|
|
1,635
|
|
|
1,881
|
|
|
No
|
|
March 2013
to September
2015
|
|||
Pipefitters Union Local 537 Pension Fund
|
|
51-6030859 001
|
|
Green
|
|
Green
|
|
N/A
|
|
2,747
|
|
|
2,140
|
|
|
2,576
|
|
|
Yes
|
|
July 2012 to
August 2013
|
|||
Pipe Trades District Council No. 36 Pension Trust
|
|
94-6082956 001
|
|
Yellow
|
|
Yellow
|
|
Pending
|
|
2,482
|
|
|
603
|
|
|
599
|
|
|
No
|
|
June 2013 to July 2015
|
|||
Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan 2
|
|
51-6030753 002
|
|
Green
|
|
Green
|
|
N/A
|
|
2,179
|
|
|
3,019
|
|
|
1,780
|
|
|
No
|
|
June 2014
|
|||
Heating, Piping & Refrigeration Pension Fund
|
|
52-1058013 001
|
|
Yellow
|
|
Orange
|
|
Implemented
|
|
2,078
|
|
|
2,143
|
|
|
1,578
|
|
|
No
|
|
July 2013 to September 2013
|
|||
Local No. 697 IBEW and Electrical Industry Pension Fund
|
|
51-6133048 001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
1,757
|
|
|
1,557
|
|
|
1,383
|
|
|
Yes
|
|
May 2015
|
|||
Steamfitters Local Union No. 420 Pension Plan
|
|
23-2004424 001
|
|
Red
|
|
Yellow
|
|
Implemented
(3)
|
|
1,557
|
|
|
1,138
|
|
|
1,234
|
|
|
No
|
|
April 2013 to
May 2014
|
|||
Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada
|
|
95-6052257 001
|
|
Red
|
|
Red
|
|
Pending
(3)
|
|
1,072
|
|
|
1,396
|
|
|
1,731
|
|
|
No
|
|
June 2014
|
|||
Plumbers & Steamfitters Local 150 Pension Fund
|
|
58-6116699 001
|
|
Yellow
|
|
Yellow
|
|
Implemented
|
|
1,036
|
|
|
659
|
|
|
—
|
|
|
Yes
|
|
September 2013 to March 2016
|
|||
Plumbing & Pipe Fitting Local 219 Pension Fund
|
|
34-6682376 001
|
|
Red
|
|
Orange
|
|
Pending
(3)
|
|
936
|
|
|
863
|
|
|
509
|
|
|
Yes
|
|
May 2015
|
|||
Plumbers and Steamfitters Local No. 166 AFL - CIO Pension Plan
|
|
51-6132690 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
797
|
|
|
901
|
|
|
930
|
|
|
Yes
|
|
May 2013
|
|||
Plumbers & Pipefitters Local 162 Pension Fund
|
|
31-6125999 001
|
|
Red
|
|
Yellow
|
|
Implemented
(3)
|
|
737
|
|
|
433
|
|
|
448
|
|
|
Yes
|
|
May 2014
|
Pension Fund
|
|
EIN/Pension Plan
Number
|
|
PPA Zone Status
(1)
|
|
FIP/RP
Status
|
|
Contributions
|
|
Contributions greater than 5% of total plan contributions
(2)
|
|
Expiration
date of CBA
|
||||||||||||
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
|
2010
|
|
|||||||||||||
Carpenters Pension Trust Fund For Northern California
|
|
94-6050970 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
539
|
|
|
512
|
|
|
313
|
|
|
No
|
|
July 2015
|
|||
U.A. Local 467 Defined Benefit Plan
|
|
94-2353807 005
|
|
Red
|
|
Red
|
|
Implemented
|
|
534
|
|
|
396
|
|
|
304
|
|
|
No
|
|
June 2013 to July 2014
|
|||
Other Multiemployer Pension Plans
|
|
|
|
|
|
|
|
|
|
40,174
|
|
|
43,442
|
|
|
45,748
|
|
|
|
|
Various
|
|||
Total Contributions
|
|
|
|
|
|
|
|
|
|
$
|
138,716
|
|
|
$
|
129,662
|
|
|
$
|
120,283
|
|
|
|
|
|
(1)
|
The zone status represents the most recent available information for the respective MEPP, which may be 2011 or earlier for the 2012 year and 2010 or earlier for the 2011 year.
|
(2)
|
This information was obtained from the respective plans' Form 5500 for the most current available filing. These dates may not correspond with our fiscal year contributions. The above noted percentages of contributions are based upon disclosures contained in the plans' Form 5500 filing (“Forms”). Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of our subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed.
|
(3)
|
For these respective plans, a funding surcharge was currently in effect for 2012.
|
|
Capital
Leases |
|
Operating
Leases |
|
Sublease
Income |
||||||
2013
|
$
|
2,048
|
|
|
$
|
52,888
|
|
|
$
|
932
|
|
2014
|
1,859
|
|
|
44,755
|
|
|
741
|
|
|||
2015
|
1,511
|
|
|
35,299
|
|
|
602
|
|
|||
2016
|
707
|
|
|
25,877
|
|
|
75
|
|
|||
2017
|
237
|
|
|
22,909
|
|
|
—
|
|
|||
Thereafter
|
40
|
|
|
14,269
|
|
|
—
|
|
|||
Total minimum lease payments
|
6,402
|
|
|
$
|
195,997
|
|
|
$
|
2,350
|
|
|
Amounts representing interest
|
(521
|
)
|
|
|
|
|
|||||
Present value of net minimum lease payments
|
$
|
5,881
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
5,633
|
|
|
$
|
9,450
|
|
|
$
|
9,240
|
|
Income taxes
|
$
|
62,824
|
|
|
$
|
72,572
|
|
|
$
|
77,264
|
|
Non-cash financing activities:
|
|
|
|
|
|
||||||
Assets acquired under capital lease obligations
|
$
|
1,590
|
|
|
$
|
2,744
|
|
|
$
|
1,478
|
|
Contingent purchase price accrued
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,428
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues from unrelated entities:
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
1,211.7
|
|
|
$
|
1,155.1
|
|
|
$
|
1,158.9
|
|
United States mechanical construction and facilities services
|
2,296.4
|
|
|
1,917.4
|
|
|
1,720.2
|
|
|||
United States facilities services
|
2,299.8
|
|
|
2,012.0
|
|
|
1,510.5
|
|
|||
Total United States operations
|
5,807.9
|
|
|
5,084.5
|
|
|
4,389.6
|
|
|||
United Kingdom construction and facilities services
|
538.8
|
|
|
529.0
|
|
|
462.4
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
6,346.7
|
|
|
$
|
5,613.5
|
|
|
$
|
4,852.0
|
|
|
|
|
|
|
|
||||||
Total revenues:
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
1,233.5
|
|
|
$
|
1,161.8
|
|
|
$
|
1,167.8
|
|
United States mechanical construction and facilities services
|
2,324.2
|
|
|
1,925.4
|
|
|
1,727.2
|
|
|||
United States facilities services
|
2,333.1
|
|
|
2,039.9
|
|
|
1,532.8
|
|
|||
Less intersegment revenues
|
(82.9
|
)
|
|
(42.6
|
)
|
|
(38.2
|
)
|
|||
Total United States operations
|
5,807.9
|
|
|
5,084.5
|
|
|
4,389.6
|
|
|||
United Kingdom construction and facilities services
|
538.8
|
|
|
529.0
|
|
|
462.4
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
6,346.7
|
|
|
$
|
5,613.5
|
|
|
$
|
4,852.0
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
100.7
|
|
|
$
|
84.6
|
|
|
$
|
70.4
|
|
United States mechanical construction and facilities services
|
123.5
|
|
|
116.0
|
|
|
132.0
|
|
|||
United States facilities services
|
82.3
|
|
|
69.1
|
|
|
59.3
|
|
|||
Total United States operations
|
306.5
|
|
|
269.7
|
|
|
261.7
|
|
|||
United Kingdom construction and facilities services
|
7.1
|
|
|
9.2
|
|
|
15.7
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Corporate administration
|
(63.5
|
)
|
|
(63.1
|
)
|
|
(55.9
|
)
|
|||
Restructuring expenses
|
(0.1
|
)
|
|
(1.2
|
)
|
|
(1.8
|
)
|
|||
Impairment loss on goodwill and identifiable intangible assets
|
—
|
|
|
(3.8
|
)
|
|
(246.1
|
)
|
|||
Total worldwide operations
|
250.0
|
|
|
210.8
|
|
|
(26.5
|
)
|
|||
Other corporate items:
|
|
|
|
|
|
||||||
Interest expense
|
(7.3
|
)
|
|
(11.3
|
)
|
|
(12.2
|
)
|
|||
Interest income
|
1.6
|
|
|
1.8
|
|
|
2.7
|
|
|||
Gain on sale of equity investment
|
—
|
|
|
—
|
|
|
7.9
|
|
|||
Income from continuing operations before income taxes
|
$
|
244.2
|
|
|
$
|
201.4
|
|
|
$
|
(28.1
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|||
United States electrical construction and facilities services
|
$
|
3.3
|
|
|
$
|
2.6
|
|
|
$
|
3.5
|
|
United States mechanical construction and facilities services
|
7.6
|
|
|
6.5
|
|
|
2.5
|
|
|||
United States facilities services
|
22.7
|
|
|
16.4
|
|
|
11.9
|
|
|||
Total United States operations
|
33.6
|
|
|
25.5
|
|
|
17.9
|
|
|||
Canada construction
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||
United Kingdom construction and facilities services
|
3.6
|
|
|
3.3
|
|
|
1.0
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate administration
|
0.7
|
|
|
0.7
|
|
|
0.3
|
|
|||
Total worldwide operations
|
$
|
37.9
|
|
|
$
|
29.6
|
|
|
$
|
19.4
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization of Property, plant and equipment:
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
3.9
|
|
|
$
|
4.1
|
|
|
$
|
4.4
|
|
United States mechanical construction and facilities services
|
6.2
|
|
|
4.7
|
|
|
4.6
|
|
|||
United States facilities services
|
17.7
|
|
|
16.1
|
|
|
14.0
|
|
|||
Total United States operations
|
27.8
|
|
|
24.9
|
|
|
23.0
|
|
|||
Canada construction
|
—
|
|
|
0.3
|
|
|
0.6
|
|
|||
United Kingdom construction and facilities services
|
2.6
|
|
|
1.5
|
|
|
1.1
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate administration
|
0.8
|
|
|
0.7
|
|
|
0.8
|
|
|||
Total worldwide operations
|
$
|
31.2
|
|
|
$
|
27.4
|
|
|
$
|
25.5
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Costs and estimated earnings in excess of billings on uncompleted contracts:
|
|
|
|
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
28.2
|
|
|
$
|
35.8
|
|
|
$
|
25.7
|
|
United States mechanical construction and facilities services
|
32.0
|
|
|
36.1
|
|
|
21.0
|
|
|||
United States facilities services
|
17.6
|
|
|
28.4
|
|
|
21.2
|
|
|||
Total United States operations
|
77.8
|
|
|
100.3
|
|
|
67.9
|
|
|||
Canada construction
|
—
|
|
|
—
|
|
|
12.0
|
|
|||
United Kingdom construction and facilities services
|
15.3
|
|
|
14.5
|
|
|
8.4
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
93.1
|
|
|
$
|
114.8
|
|
|
$
|
88.3
|
|
|
|
|
|
|
|
||||||
Billings in excess of costs and estimated earnings on uncompleted contracts:
|
|
|
|
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
89.9
|
|
|
$
|
130.7
|
|
|
$
|
161.5
|
|
United States mechanical construction and facilities services
|
217.9
|
|
|
242.1
|
|
|
196.0
|
|
|||
United States facilities services
|
38.3
|
|
|
33.4
|
|
|
32.4
|
|
|||
Total United States operations
|
346.1
|
|
|
406.2
|
|
|
389.9
|
|
|||
Canada construction
|
—
|
|
|
—
|
|
|
16.2
|
|
|||
United Kingdom construction and facilities services
|
37.4
|
|
|
35.5
|
|
|
50.6
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
383.5
|
|
|
$
|
441.7
|
|
|
$
|
456.7
|
|
|
|
|
|
|
|
|
|
||||
Long-lived assets:
|
|
|
|
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
14.2
|
|
|
$
|
15.0
|
|
|
$
|
16.5
|
|
United States mechanical construction and facilities services
|
268.3
|
|
|
259.7
|
|
|
214.5
|
|
|||
United States facilities services
|
731.5
|
|
|
754.0
|
|
|
500.2
|
|
|||
Total United States operations
|
1,014.0
|
|
|
1,028.7
|
|
|
731.2
|
|
|||
Canada construction
|
—
|
|
|
—
|
|
|
3.5
|
|
|||
United Kingdom construction and facilities services
|
11.5
|
|
|
8.6
|
|
|
4.3
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate administration
|
1.5
|
|
|
1.5
|
|
|
1.5
|
|
|||
Total worldwide operations
|
$
|
1,027.0
|
|
|
$
|
1,038.8
|
|
|
$
|
740.5
|
|
|
|
|
|
|
|
||||||
Goodwill:
|
|
|
|
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
3.8
|
|
|
$
|
3.8
|
|
|
$
|
3.8
|
|
United States mechanical construction and facilities services
|
201.2
|
|
|
199.1
|
|
|
175.9
|
|
|||
United States facilities services
|
361.6
|
|
|
363.9
|
|
|
227.1
|
|
|||
Total United States operations
|
566.6
|
|
|
566.8
|
|
|
406.8
|
|
|||
Canada construction
|
—
|
|
|
—
|
|
|
—
|
|
|||
United Kingdom construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate administration
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total worldwide operations
|
$
|
566.6
|
|
|
$
|
566.8
|
|
|
$
|
406.8
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total assets:
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
284.0
|
|
|
$
|
277.3
|
|
|
$
|
295.1
|
|
United States mechanical construction and facilities services
|
751.6
|
|
|
727.5
|
|
|
580.4
|
|
|||
United States facilities services
|
1,234.0
|
|
|
1,237.1
|
|
|
862.9
|
|
|||
Total United States operations
|
2,269.6
|
|
|
2,241.9
|
|
|
1,738.4
|
|
|||
Canada construction
|
—
|
|
|
—
|
|
|
103.0
|
|
|||
United Kingdom construction and facilities services
|
214.5
|
|
|
227.0
|
|
|
201.6
|
|
|||
Other international construction and facilities services
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate administration
|
623.0
|
|
|
545.2
|
|
|
712.5
|
|
|||
Total worldwide operations
|
$
|
3,107.1
|
|
|
$
|
3,014.1
|
|
|
$
|
2,755.5
|
|
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2012 Quarterly Results
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,538,521
|
|
|
$
|
1,590,035
|
|
|
$
|
1,606,242
|
|
|
$
|
1,611,881
|
|
Gross profit
|
|
180,693
|
|
|
193,964
|
|
|
203,248
|
|
|
228,449
|
|
||||
Impairment loss on identifiable intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to EMCOR Group, Inc.
|
|
$
|
27,145
|
|
|
$
|
33,448
|
|
|
$
|
39,581
|
|
|
$
|
46,410
|
|
Basic EPS from continuing operations
|
|
$
|
0.41
|
|
|
$
|
0.50
|
|
|
$
|
0.59
|
|
|
$
|
0.69
|
|
Basic EPS from discontinued operation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
0.41
|
|
|
$
|
0.50
|
|
|
$
|
0.59
|
|
|
$
|
0.69
|
|
Diluted EPS from continuing operations
|
|
$
|
0.40
|
|
|
$
|
0.49
|
|
|
$
|
0.59
|
|
|
$
|
0.68
|
|
Diluted EPS from discontinued operation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
0.40
|
|
|
$
|
0.49
|
|
|
$
|
0.59
|
|
|
$
|
0.68
|
|
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
|
Dec. 31
|
||||||||
2011 Quarterly Results
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,265,243
|
|
|
$
|
1,348,013
|
|
|
$
|
1,482,241
|
|
|
$
|
1,517,962
|
|
Gross profit
|
|
156,709
|
|
|
174,656
|
|
|
188,267
|
|
|
214,317
|
|
||||
Impairment loss on goodwill and identifiable intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,795
|
|
||||
Net income attributable to EMCOR Group, Inc.
|
|
$
|
24,594
|
|
|
$
|
28,809
|
|
|
$
|
40,758
|
|
|
$
|
36,665
|
|
Basic EPS from continuing operations
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.48
|
|
|
$
|
0.54
|
|
Basic EPS from discontinued operation
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.13
|
|
|
0.01
|
|
||||
|
|
$
|
0.37
|
|
|
$
|
0.43
|
|
|
$
|
0.61
|
|
|
$
|
0.55
|
|
Diluted EPS from continuing operations
|
|
$
|
0.35
|
|
|
$
|
0.43
|
|
|
$
|
0.47
|
|
|
$
|
0.53
|
|
Diluted EPS from discontinued operation
|
|
0.01
|
|
|
(0.01
|
)
|
|
0.13
|
|
|
0.01
|
|
||||
|
|
$
|
0.36
|
|
|
$
|
0.42
|
|
|
$
|
0.60
|
|
|
$
|
0.54
|
|
|
|
Stamford, Connecticut
|
/s/ E
RNST
& Y
OUNG
LLP
|
February 26, 2013
|
|
|
|
Stamford, Connecticut
|
/s/ E
RNST
& Y
OUNG
LLP
|
February 26, 2013
|
|
|
EMCOR GROUP, INC.
|
|
(Registrant)
|
|
|
B
Y
:
|
/s/ ANTHONY J. GUZZI
|
|
Anthony J. Guzzi
|
|
President and Chief Executive Officer
|
/
S
/ A
NTHONY
J. G
UZZI
|
President, Chief Executive Officer and Director
|
Anthony J. Guzzi
|
(Principal Executive Officer)
|
|
|
/
S
/ M
ARK
A. P
OMPA
|
Executive Vice President and Chief Financial Officer
|
Mark A. Pompa
|
(Principal Financial and Accounting Officer)
|
|
|
/
S
/ F
RANK
T. M
AC
I
NNIS
|
Chairman of the Board of Directors
|
Frank T. MacInnis
|
|
|
|
/
S
/ S
TEPHEN
W. B
ERSHAD
|
Director
|
Stephen W. Bershad
|
|
|
|
/
S
/ D
AVID
A. B. B
ROWN
|
Director
|
David A. B. Brown
|
|
|
|
/
S
/ L
ARRY
J. B
UMP
|
Director
|
Larry J. Bump
|
|
|
|
/
S
/ A
LBERT
F
RIED
, J
R
.
|
Director
|
Albert Fried, Jr.
|
|
|
|
/
S
/ R
ICHARD
F. H
AMM
, J
R
.
|
Director
|
Richard R. Hamm, Jr.
|
|
|
|
/
S
/ D
AVID
H. L
AIDLEY
|
Director
|
David H. Laidley
|
|
|
|
/
S
/ J
ERRY
E. R
YAN
|
Director
|
Jerry E. Ryan
|
|
|
|
/
S
/ M
ICHAEL
T. Y
ONKER
|
Director
|
Michael T. Yonker
|
|
Description
|
|
Balance at
Beginning
of Year
|
|
Costs and
Expenses,
(Recovery of)
|
|
Additions Charged to Other
(1)
|
|
Deductions
(2)
|
|
Balance at
End of Year
|
|||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2012
|
|
$
|
16,685
|
|
|
1,163
|
|
|
337
|
|
|
(6,713
|
)
|
|
$
|
11,472
|
|
Year Ended December 31, 2011
|
|
$
|
17,287
|
|
|
2,238
|
|
|
743
|
|
|
(3,583
|
)
|
|
$
|
16,685
|
|
Year Ended December 31, 2010
|
|
$
|
36,188
|
|
|
(5,126
|
)
|
(3)
|
18
|
|
|
(13,793
|
)
|
|
$
|
17,287
|
|
(1)
|
Amount principally relates to business acquisitions and divestitures, and the effect of exchange rate changes.
|
(2)
|
Deductions primarily represent uncollectible balances of accounts receivable written off, net of recoveries.
|
(3)
|
Primarily relates to recovery of amounts previously determined to be uncollectible.
|
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.
|
|
Exhibit 2.1 to EMCOR Group, Inc.’s (“EMCOR”) Report on Form 8-K dated February 14, 2002
|
2(a-2)
|
|
Purchase and Sale Agreement dated as of August 20, 2007 between FR X Ohmstede Holdings LLC and EMCOR Group, Inc.
|
|
Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report August 20, 2007)
|
3(a-1)
|
|
Restated Certificate of Incorporation of EMCOR filed December 15, 1994
|
|
Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”)
|
3(a-2)
|
|
Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR
|
|
Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form
10-K”)
|
3(a-3)
|
|
Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR
|
|
Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”)
|
3(a-4)
|
|
Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR
|
|
Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10-
K”)
|
3(a-5)
|
|
Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR
|
|
Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007
|
3(b)
|
|
Amended and Restated By-Laws
|
|
Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1998 (“1998 Form 10-K”)
|
4(a)
|
|
Third Amended and Restated Credit Agreement dated as of November 21, 2011 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”)
|
|
Exhibit 4.1(a) to EMCOR’s Report on Form 8-K (Date of Report November 21, 2011) (“November 2011 Form 8-K”)
|
4(b)
|
|
Third Amended and Restated Security Agreement dated as of February 4, 2010 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
Exhibit 4.1(b) to the EMCOR’s Report on Form 8-K (Date of Report February 4, 2010) (“February 2010 Form 8-K”)
|
4(c)
|
|
First Supplement to Third Amended and Restated Security Agreement dated as of November 21, 2011 among the Company, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
Exhibit 4.1(b) to the November 2011 Form 8-K
|
4(d)
|
|
Third Amended and Restated Pledge Agreement dated as of February 4, 2010 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
Exhibit 4.1(c) to the February 2010 Form 8-K
|
4(e)
|
|
First Supplement to Third Amended and Restated Pledge Agreement dated as of November 21, 2011 among the Company, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
Exhibit 4.1(c) to the November 2011 Form 8-K
|
4(f)
|
|
Second Amended and Restated Guaranty Agreement dated as of February 4, 2010 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent
|
|
Exhibit 4.1(d) to the February 2010 Form 8-K
|
4(g)
|
|
Reaffirmation and First Supplement to Second Amended and Restated Guaranty Agreement dated as of November 21, 2011 by certain of the Company’s U.S. subsidiaries in favor of Bank of Montreal, as Agent
|
|
Exhibit 4.1(d) to the November 2011 Form 8-K
|
4(h)
|
|
First Amendment to the Credit Agreement
|
|
Filed herewith
|
10(a)
|
|
Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
Exhibit 10.1 to the April 2005 Form 8-K
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(b)
|
|
Form of Amendment to Severance Agreement between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”)
|
10(c)
|
|
Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”)
|
|
Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004)
|
10(d)
|
|
Form of Confidentiality Agreement between Anthony Guzzi and EMCOR
|
|
Exhibit C to the Guzzi Letter Agreement
|
10(e)
|
|
Form of Indemnification Agreement between EMCOR and each of its officers and directors
|
|
Exhibit F to the Guzzi Letter Agreement
|
10(f-1)
|
|
Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR
|
|
Exhibit D to the Guzzi Letter Agreement
|
10(f-2)
|
|
Amendment to Guzzi Severance Agreement
|
|
Exhibit 10(g-2) to the March 2007 Form 10-Q
|
10(g-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Sheldon I. Cammaker and EMCOR (“Cammaker Continuity Agreement”)
|
|
Exhibit 10(c) to the June 1998 Form 10-Q
|
10(g-2)
|
|
Amendment dated as of May 4, 1999 to Cammaker Continuity Agreement
|
|
Exhibit 10(i) to the June 1999 Form 10-Q
|
10(g-3)
|
|
Amendment dated as of March 1, 2007 to Cammaker Continuity Agreement
|
|
Exhibit 10(m-3) to the March 2007 Form 10-Q
|
10(h-1)
|
|
Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”)
|
|
Exhibit 10(f) to the June 1998 Form 10-Q
|
10(h-2)
|
|
Amendment dated as of May 4, 1999 to Matz Continuity Agreement
|
|
Exhibit 10(m) to the June 1999 Form 10-Q
|
10(h-3)
|
|
Amendment dated as of January 1, 2002 to Matz Continuity Agreement
|
|
Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”)
|
10(h-4)
|
|
Amendment dated as of March 1, 2007 to Matz Continuity Agreement
|
|
Exhibit 10(n-4) to the March 2007 Form 10-Q
|
10(i-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”)
|
|
Exhibit 10(g) to the June 1998 Form 10-Q
|
10(i-2)
|
|
Amendment dated as of May 4, 1999 to Pompa Continuity Agreement
|
|
Exhibit 10(n) to the June 1999 Form 10-Q
|
10(i-3)
|
|
Amendment dated as of January 1, 2002 to Pompa Continuity Agreement
|
|
Exhibit 10(p-3) to the March 2002 Form 10-Q
|
10(i-4)
|
|
Amendment dated as of March 1, 2007 to Pompa Continuity Agreement
|
|
Exhibit 10(o-4) to the March 2007 Form 10-Q
|
10(j-1)
|
|
Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”)
|
|
Exhibit E to the Guzzi Letter Agreement
|
10(j-2)
|
|
Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement
|
|
Exhibit 10(p-2) to the March 2007 Form 10-Q
|
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
|
|
Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)
|
10(k-2)
|
|
Amendment to Continuity Agreements and Severance Agreements with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|
Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”)
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(l-1)
|
|
EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”)
|
|
Exhibit 10 to Form 8-K (Date of Report December 15, 2005
|
10(l-2)
|
|
First Amendment to LTIP and updated Schedule A to LTIP
|
|
Exhibit 10(s-2) to 2008 Form 10-K
|
10(l-3)
|
|
Second Amendment to LTIP
|
|
Exhibit 10.2 to March 2010 Form 8-K
|
10(l-4)
|
|
Third Amendment to LTIP
|
|
Exhibit 10(q-4) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 ("March 2012 Form 10-Q")
|
10(l-5)
|
|
Form of Certificate Representing Stock Units issued under LTIP
|
|
Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”)
|
10(m-1)
|
|
2003 Non-Employee Directors’ Stock Option Plan
|
|
Exhibit A to EMCOR’s Proxy Statement for its Annual Meeting held on June 12, 2003 (“2003 Proxy Statement”)
|
10(m-2)
|
|
First Amendment to 2003 Non-Employee Directors’ Plan
|
|
Exhibit 10(u-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 Form 10-K”)
|
10(n-1)
|
|
2003 Management Stock Incentive Plan
|
|
Exhibit B to EMCOR’s 2003 Proxy Statement
|
10(n-2)
|
|
Amendments to 2003 Management Stock Incentive Plan
|
|
Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2003 (“2003 Form 10-K”)
|
10(m-3)
|
|
Second Amendment to 2003 Management Stock Incentive Plan
|
|
Exhibit 10(v-3) to 2006 Form 10-K
|
10(n)
|
|
Form of Stock Option Agreement evidencing grant of stock options under the 2003 Management Stock Incentive Plan
|
|
Exhibit 10.1 to Form 8-K (Date of Report January 3, 2005)
|
10(o)
|
|
Key Executive Incentive Bonus Plan
|
|
Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008 (“2008 Proxy Statement”)
|
10(p)
|
|
Consents on December 15, 2009 to Transfer Stock Options by Non-Employee Directors
|
|
Exhibit 10(z) to 2009 Form 10-K
|
10(q)
|
|
Form of EMCOR Option Agreement for Executive Officers granted January 2, 2003 and January 2, 2004
|
|
Exhibit 4.7 to 2004 Form S-8
|
10(r)
|
|
Option Agreement dated October 25, 2004 between Guzzi and EMCOR
|
|
Exhibit A to Guzzi Letter
|
10(s-1)
|
|
2007 Incentive Plan
|
|
Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 20, 2007
|
10(s-2)
|
|
Option Agreement dated December 13, 2007 under 2007 Incentive Plan between Jerry E. Ryan and EMCOR
|
|
Exhibit 10(h)(h-2) to 2007 Form 10-K
|
10(s-3)
|
|
Option Agreement dated December 15, 2008 under 2007 Incentive Plan between David Laidley and EMCOR
|
|
Exhibit 10.1 to Form 8-K (Date of Report December 15, 2008)
|
10(s-4)
|
|
Form of Option Agreement under 2007 Incentive Plan between EMCOR and each non-employee director electing to receive options as part of annual retainer
|
|
Exhibit 10(h)(h-3) to 2007 Form 10-K
|
10(t-1)
|
|
2010 Incentive Plan
|
|
Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held on June 11, 2010
|
10(t-2)
|
|
Amendment No. 1 to 2010 Incentive Plan
|
|
Exhibit 10(f)(f-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”)
|
10(t-3)
|
|
Amendment No. 2 to 2010 Incentive Plan
|
|
Filed herewith
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(t-4)
|
|
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
|
|
Exhibit 10(i)(i-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
|
10(t-5)
|
|
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
|
|
Exhibit 10(q)(q) to 2011 Form 10-K
|
10(u)
|
|
Form of letter agreement between EMCOR and each Executive Officer with respect to acceleration of options granted January 2, 2003 and January 2, 2004
|
|
Exhibit 10(b)(b) to 2004 Form 10-K
|
10(v)
|
|
EMCOR Group, Inc. Employee Stock Purchase Plan
|
|
Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008
|
10(w)
|
|
Form of Restricted Stock Award Agreement dated January 3, 2012 between EMCOR and each of Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Frank T. MacInnis, Jerry E. Ryan and Michael T. Yonker
|
|
Exhibit 10(m)(m) to 2011 Form 10-K
|
10(x-1)
|
|
Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011
|
|
Exhibit 10(n)(n) to 2011 Form 10-K
|
10(x-2)
|
|
Form of Amended and Restated Restricted Stock Award Agreement dated December 14, 2011 amending and restating restricted stock award agreement dated June 1, 2011 under Director Award Program with each of Stephen W. Bershad, David A.B. Brown, Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Jerry E. Ryan and Michael T. Yonker
|
|
Exhibit 10(o)(o) to 2011 Form 10-K
|
10(y)
|
|
Restricted Stock Unit Agreement dated May 9, 2011 between EMCOR and Anthony J. Guzzi
|
|
Exhibit 10(o)(o) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
10(z)
|
|
Amendment to Option Agreements
|
|
Exhibit 10(r)(r) to 2011 Form 10-K
|
10(a)(a)
|
|
Form of Restricted Stock Unit Agreement dated March , 2012 between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
Exhibit 10(o)(o) to the March 31, 2012 Form 10-Q
|
10(b)(b)
|
|
Form of Non-LTIP Stock Unit Certificate
|
|
Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q
|
10(c)(c)
|
|
Form of Director Restricted Stock Unit Agreement
|
|
Exhibit 10(k)(k) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 ("June 2012 Form 10-Q")
|
10(d)(d)
|
|
Director Award Program, as Amended and Restated December 6, 2012
|
|
Filed herewith
|
10(e)(e)
|
|
EMCOR Group, Inc. Voluntary Deferral Plan
|
|
Filed herewith
|
10(f)(f)
|
|
Form of Executive Restricted Stock Unit Agreement
|
|
Filed herewith
|
11
|
|
Computation of Basic EPS and Diluted EPS for the years ended December 31, 2012 and 2011
|
|
Note 5 of the Notes to the Condensed
Consolidated Financial Statements
|
14
|
|
Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers
|
|
Exhibit 14 to 2003 Form 10-K
|
21
|
|
List of Significant Subsidiaries
|
|
Filed herewith
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
Filed herewith
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the President and Chief Executive Officer
|
|
Filed herewith
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President and Chief Financial Officer
|
|
Filed herewith
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer
|
|
Furnished
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer
|
|
Furnished
|
95
|
|
Information concerning mine safety violations or other regulatory matters
|
|
Exhibit 95 to the June 2012 Form 10-Q
|
101
|
|
The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements.
|
|
Filed
|
By:
|
/s/ ANTHONY J. GUZZI
|
|
|
Name:
|
Anthony J. Guzzi
|
|
Title:
|
President and
|
|
|
Chief Executive Officer
|
By:
|
/s/ ANTHONY J. GUZZI
|
|
|
Name:
|
Anthony J. Guzzi
|
|
Title:
|
Director
|
|
|
|
By
|
/s/ SHAHROKH Z. SHAH
|
|
|
Name
|
Shahrokh Z. Shah
|
|
Title
|
Managing Director
|
By
|
/s/ LINCOLN SCHOFF
|
|
|
Name
|
Lincoln Schoff
|
|
Title
|
SVP
|
By
|
/s/ DAGLAS PANCHAL
|
|
|
Name
|
Daglas Panchal
|
|
Title
|
Vice President
|
By
|
/s/ MICHAEL P. DICKMAN
|
|
|
Name
|
Michael P. Dickman
|
|
Title
|
Vice President
|
By
|
/s/ CHRISTOPHER C. MOTLEY
|
|
|
Name
|
Christopher C. Motley
|
|
Title
|
Senior Vice President
|
By
|
/s/ STEPHEN GIACOLONE G011
|
|
|
Name
|
Stephen Giacolone G011
|
|
Title
|
Assistant Vice President
|
By
|
/s/ DENNIS MCCLELLAN M040
|
|
|
Name
|
Dennis McClellan M040
|
|
Title
|
Assistant Vice President
|
By
|
/s/ CORINNA LADD
|
|
|
Name
|
Corinna Ladd
|
|
Title
|
Senior Vice President
|
By
|
/s/ BARBARA A. KEEGAN
|
|
|
Name
|
Barbara A. Keegan
|
|
Title
|
Senior Vice President
|
By
|
/s/ PETER M. BENHAM
|
|
|
Name
|
Peter M. Benham
|
|
Title
|
Senior Vice President
|
By
|
/s/ ERIC SEARLS
|
|
|
Name
|
Eric Searls
|
|
Title
|
Senior Vice President
|
By
|
/s/ CLIFF HOPPE
|
|
|
Name
|
Cliff Hoppe
|
|
Title
|
Vice President
|
By
|
/s/ DANTE S. FAZZINA
|
|
|
Name
|
Dante S. Fazzina
|
|
Title
|
Vice President
|
By
|
/s/ MICHELE L. LYNCH
|
|
|
Name
|
Michele L. Lynch
|
|
Title
|
Vice President
|
By
|
/s/ ALAN GARSON
|
|
|
Name
|
Alan Garson
|
|
Title
|
Senior Vice President
|
1.1
|
Name and effective date
. The Plan set forth herein is the EMCOR Group, Inc. Voluntary Deferral Plan, established effective January 1, 2013.
|
1.2
|
Status of Plan
. The Plan is intended to be (i) a plan described in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA, and (ii) a nonqualified deferred compensation plan that complies in form and operation with Section 409A. Notwithstanding the foregoing, neither the Company nor any parent, subsidiary or affiliate, nor any officer, director or employee of the Company or of any parent, subsidiary or affiliate shall be liable to any Participant or to any other person by reason of any failure or asserted failure of the Plan so to qualify, in whole or in part.
|
1.3
|
Definitions
. When used herein, the following words shall have the meanings indicated below.
|
(a)
|
“Account”: an account described in Section 3.3, including any sub-accounts that the Administrator may establish.
|
(b)
|
“Administrator”: the Administrator appointed pursuant to Section 6.1.
|
(c)
|
“Base Pay”: for any Plan Year, an Eligible Employee’s base salary, determined before reductions for employee benefit deferrals (including, but not limited to, deferrals under this Plan) or other contributions.
|
(d)
|
“Basic Matching Credit”: a credit determined under Section 3.2(a).
|
(e)
|
“Basic Plan”: the EMCOR Group, Inc. 401(k) Savings Plan, as from time to time amended and in effect.
|
(f)
|
“Beneficiary”: in respect of any Participant, the person or persons that are treated as the Participant’s Beneficiary pursuant to Section 5.3(a).
|
(g)
|
“Bonus Compensation”: for any Participant for any Plan Year, the aggregate amount of the Participant’s annual cash bonus and/or annual cash incentive payment(s), if any, from the Company and its subsidiaries earned for such year.
|
(h)
|
“Change in Control”: means an occurrence that is both a “Change in Control” as defined in the Company’s 2010 Incentive Plan and a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations) with respect to the Company.
|
(i)
|
“Code”: the Internal Revenue Code of 1986, as from time to time amended and in effect.
|
(j)
|
“Committee”: the Compensation and Personnel Committee of the Board of Directors of EMCOR Group, Inc.
|
(k)
|
“Company”: EMCOR Group, Inc.
|
(l)
|
“Credit”: any or all, as the context requires, of an Elective Credit, a Basic Matching Credit or a Supplemental Matching Credit.
|
(m)
|
“Deferred Compensation Agreement”: a written agreement described in Section 3.1(a).
|
(n)
|
“Elective Credit”: a credit determined under Section 3.1.
|
(o)
|
“Eligible Employee”: as of any relevant time, an employee who is eligible to participate in the Basic Plan and who then meets the eligibility criteria set forth in Section 2.1.
|
(p)
|
“Eligible Match Pay”: as to any Participant for any Plan Year and subject to the limitations at Section 3.2 below, (a) the excess of the Participant’s Base Pay over the dollar limitation in effect for the Plan Year under Section 401(a)(17) of the Code, plus (b) the Participant’s Bonus Compensation, if any, for the Plan Year.
|
(q)
|
“ERISA”: the Employee Retirement Income Security Act of 1974, as from time to time amended and in effect.
|
(r)
|
“Participant”: an Eligible Employee who has an Account under the Plan.
|
(s)
|
“Plan”: this EMCOR Group, Inc. Voluntary Deferral Plan, as from time to time amended and in effect.
|
(t)
|
“Plan Year”: the calendar year.
|
(u)
|
“Section 409A”: Section 409A of the Code.
|
(v)
|
“Separation from Service”: a separation from service, within the meaning of Treas. Regs. §1.409A-1(h), with the Company and any other company that would be treated as a single employer with the Company under the first sentence of Treas. Regs. §1.409A-1(h)(3); and correlative terms shall be construed to have a corresponding meaning.
|
(w)
|
“Supplemental Matching Credit”: a discretionary credit determined under Section 3.2(b).
|
(x)
|
“Unforeseeable Emergency”: a severe financial hardship to the Participant, as determined by the Administrator consistent with the requirements of Treas. Regs. § 1.409A-3(i)(3).
|
2.1
|
Eligibility to participate
. Except as the Committee may otherwise determine, eligibility to participate in the Plan is limited to individuals who are eligible to participate in the Basic Plan and whose annual rate of salary is at least $175,000 or such other threshold amount as the Committee may from time to time specify. Eligibility to participate in the Plan for any Plan Year shall be determined in advance of the deadline for submitting deferral elections for such Plan Year in accordance with Section 3.1. Once the deadline for a deferral election with respect to a Plan Year has passed, no subsequent change in the Plan’s eligibility rules or an individual’s eligibility to participate in the Plan, including any change in rates of salary or in the threshold amount (if other than $175,000) specified by the Committee for purposes of eligibility to participate in the Plan, shall give any individual the right to make, alter or revoke a deferral election for such Plan Year.
|
2.2
|
Termination of participation.
The Committee may terminate an Eligible Employee’s participation in the Plan at any time. If an Eligible Employee’s participation in the Plan terminates hereunder, the Participant’s Account shall continue to be adjusted for notional earnings until it is distributed, as further provided in Section 3.3. No termination of participation shall result in a cessation or refund of deferrals for which the deferral election has already been made, except in accordance with Section 5.2 or otherwise in a manner that is consistent with compliance with the requirements of Section 409A.
|
3.1
|
Elective Credits
.
|
(a)
|
Deferred Compensation Agreement
. For each Plan Year, an Eligible Employee may elect to defer up to 50% of the amount by which his or her Base Pay exceeds the dollar limitation in effect for the Plan Year under Section 401(a)(17) of the Code and up to 100% of his or her Bonus Compensation for the Plan Year, by entering into a Deferred Compensation Agreement with the Company in accordance with this Section 3.1. Elective Credits equal to the amounts, if any, deferred from Base Pay or Bonus Compensation, as the case may be, shall be credited to the Participant’s Account as soon as practicable after the deferral is withheld.
|
(b)
|
Election procedures and deadlines; deferrals of Base Pay and Bonus Compensation
. Deferral elections under Section 3.1(a) must be made in accordance with such procedures as the Administrator may establish and in all events must be made irrevocably before the beginning of the calendar year in which any related services are performed.
|
(c)
|
Other requirements
. Except as otherwise determined by the Administrator, a new Deferred Compensation Agreement must be timely executed for each Plan Year and shall be effective only if accepted and approved by the Administrator by the applicable deadline. Each deferral election shall be irrevocable once the applicable election deadline has passed.
|
(d)
|
Amount of Deferrals; additional limits
. The Administrator may, prior to the effectiveness of any Deferred Compensation Agreement, impose additional limits on the amount of Base Pay or Bonus Compensation eligible to be deferred under such Agreement.
|
3.2
|
Matching Credits
.
|
(a)
|
Basic Matching Credit
. For each Plan Year, a Participant shall be entitled to a Basic Matching Credit equal to the sum of (i) and (ii), where
|
(i)
|
is one hundred (100%) percent of the first three (3%) percent of the Participant’s Eligible Match Pay deferred under Section 3.1 above for the Plan Year; and
|
(ii)
|
is fifty (50%) percent of the next two (2%) percent of the Participant’s Eligible Match Pay deferred under Section 3.1 above for the Plan Year;
|
(b)
|
Supplemental Matching Credit
. The Committee may, but need not, credit an additional percentage of a Participant’s Eligible Base Pay for a Plan Year as a Supplemental Matching Credit, subject to such additional terms and conditions as the Committee may determine. The Supplemental Matching Credit, if any, for a Participant for any Plan Year shall be credited to the Participant’s Account as soon as practicable following the final determination of the Participant’s Bonus Compensation for the Plan Year.
|
3.3
|
Accounts
.
|
(a)
|
In general
. The Administrator shall establish for each Participant an Account together with such sub-accounts as in the determination of the Administrator are needed or appropriate to reflect the Credits described above as well as debits and other adjustments, including without limitation adjustments for notional earnings under Section 3.3(b).
|
(b)
|
Notional earnings
. Each Account shall be adjusted for notional (hypothetical) earnings in such manner as the Administrator may from time to time prescribe, which may include notional interest or the return on one or more notional investments or any combination thereof. The Administrator may (but shall not be required to) give a Participant the right to allocate or reallocate his or her Account among notional investment alternatives (which may include notional interest). In the case of any deferred Bonus Compensation that is intended to qualify for the performance-based compensation exception under Section 162(m) of the Code, the measure or measures of notional interest or other notional earnings shall be selected by the Administrator from among those that are consistent with the preservation of such exception, as determined by the Administrator.
|
(c)
|
Nature of accounts
. Accounts maintained under the Plan are bookkeeping accounts only and do not represent any funding or set-aside of assets. A Participant’s right to any payment under the Plan shall be no greater than those of an unsecured general creditor of the Company.
|
4.1
|
Vesting
. Except as the Administrator may otherwise determine, each Account shall be fully vested at all times. However, the fact that an Account is fully vested shall not give the Participant (or his or her Beneficiary(ies)) or any other person any right to receive the value of such Account (as the same may from time to time be adjusted) except in accordance with the terms of the Plan, nor shall it be construed as a guarantee that the balance of the Account will not diminish.
|
5.1
|
Time and form of payment
. Subject to Section 5.4, each Account shall be paid in a single lump-sum cash payment to the Participant (or, in the event of the Participant’s death, to his or her Beneficiary) in accordance with this Section 5.1 following the earlier to occur of the Participant’s Separation from Service (a “payment on account of Separation from Service”) or the occurrence of a Change in Control (a “payment on account of a Change in Control”).
|
5.2
|
Unforeseeable Emergency
. A Participant who believes that an Unforeseeable Emergency exists may apply (in such form and manner the Administrator may prescribe) for a distribution under the Plan to alleviate the hardship. If the Administrator determines that an Unforeseeable Emergency exists and that all requirements of Treas. Regs. Section 1.409A-3(i)(3)(i) have been satisfied, it may direct the Company to pay to the Participant, in a single lump-sum cash payment, an amount not to exceed the lesser of (i) the amount required to address the Unforeseeable Emergency, determined by the Administrator in a manner consistent with Treas. Regs. Section 1.409A-3(i)(3)(ii), and (ii) the Participant's Account balance. The Administrator may provide for the cancellation of any deferral election in effect for a Participant who receives a hardship distribution under this Section 5.2.
|
5.3
|
Designation of Beneficiary; Death
.
|
(a)
|
Designation of Beneficiary
. A Participant may designate, in writing in a form and manner acceptable to the Administrator, and subject to such rules and limitations as the Administrator may prescribe, one or more beneficiaries under the Plan (who may be the same or different than those named under the Basic Plan) to receive benefits, if any, payable upon the Participant’s death. In the absence of any beneficiary designation pursuant to the immediately preceding sentence, benefits payable following death shall be paid to the Participant’s beneficiary or beneficiaries under the Basic Plan (in the same proportions as any Basic Plan benefits are paid to such beneficiaries, if more than once), or, if the Participant had no vested balance in the Basic Plan at the time of death, to the Participant’s estate.
|
(b)
|
Death
. The Administrator may require as a condition of payment of any death benefit hereunder a certified death certificate or other confirmation of death satisfactory to the Administrator.
|
5.4
|
Certain tax matters
. Payments hereunder shall be reduced by required tax withholdings. To the extent any deferral or credit under the Plan results in current “wages” for FICA purposes, the Company may reduce other pay of the Participant to satisfy withholding requirements related thereto; but if there is no other pay (or if the Company fails to withhold from such other pay to satisfy its FICA withholding obligations), the Participant’s Account shall be appropriately reduced (in a manner consistent with Section 409A and the regulations thereunder) by the amount of the required withholding.
|
6.1
|
Administrator
. Except as the Committee may otherwise determine, the Administrator shall be the Executive Vice President – Shared Services of the Company as from time to time in office, and his or her delegates. The Administrator (including the Committee) shall have complete discretionary authority to interpret the Plan and to decide all matters under the Plan, and whenever reference is made in the Plan to an action by the Administrator or the Committee, or to the authority of the Administrator or Committee to act, such reference shall be deemed to include the Administrator’s or Committee’s, as the case may be, full discretionary authority. Any action by the Administrator or the Committee purported to be taken under the Plan shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant. However, no individual acting, directly or by delegation, as the Administrator may determine his or her own rights or entitlements under the Plan except as such rights or entitlements are affected in a nondiscriminatory manner by a determination or other action of general application. The Administrator shall establish such rules and procedures, maintain such records and prepare such reports as he or she, or the Committee, considers to be necessary or appropriate to carry out the purposes of the Plan.
|
6.2
|
Indemnification
. Neither the Administrator nor the Committee nor any member thereof, nor any delegate of any of the foregoing, shall be personally liable by reason of any act taken hereunder or any failure to act hereunder, and the Company shall indemnify and hold harmless each such person against any cost or expense (including legal fees, disbursements and other related charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan, to the fullest extent permitted by the By-Laws of the Company.
|
6.3
|
Claims and appeal procedures
. The Administrator shall establish claims and appeals procedures for the Plan under Section 503 of ERISA, which procedures (as from time to time amended and in effect) shall be deemed a part of the Plan and incorporated herein.
|
7.1
|
Amendment; termination
. By action of the Committee or its delegate, the Company reserves the absolute right at any time and from time to time to amend any or all provisions of the Plan, and to terminate the Plan at any time. In addition, the Administrator shall have the right at any time and from time to time to make amendments to the Plan (in general or with respect to one or more individual Participants or Beneficiaries) that are administrative in nature, including, without limitation, amendments coordinating the provisions of the Plan with the terms of any severance, separation or similar plan or agreement.
|
7.2
|
Effect of amendment or termination
. No action under Section 7.1 shall be effective without a Participant’s express written consent to the extent it would reduce the balance of the Participant’s Account. For purposes of the immediately preceding sentence, an action will not be deemed to reduce the balance of an Account merely be reason of a change in the measure or measures of notional investment experience with respect to the Account. For the avoidance of doubt, nothing in this Section 7.2 shall be construed as prohibiting a distribution from the Account, including upon termination of the Plan in accordance with the requirements of Treas. Regs. §1.409A-3(j)(4)(ix).
|
8.1
|
Source of payments
. All payments hereunder to Participants and their Beneficiaries shall be paid from the general assets of the Company, including for this purpose, if the Company so determines, assets of one or more trusts established in a manner consistent with Section 1.2 above to assist in the payment of benefits hereunder.
|
8.2
|
Inalienability of benefits
. Except as required by law, no benefit under, or interest in, the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void.
|
8.3
|
Expenses
. The Company shall pay all costs and expenses incurred in operating and administering the Plan.
|
8.4
|
No right of employment
. Nothing contained herein, nor any action taken under the provisions hereof, shall be construed as giving any Participant the right to be retained in the employ of the Company.
|
8.5
|
Headings
. The headings of the sections in the Plan are placed herein for convenience of reference, and, in the case of any conflict, the text of the Plan, rather than such heading, shall control.
|
8.6
|
Acceptance of Plan terms
. By executing a Deferred Compensation Agreement, a Participant agrees, on his or her behalf and on behalf of his or her Beneficiaries, to
|
8.7
|
Construction
. The Plan shall be construed, regulated, and administered in accordance with the laws of Connecticut and applicable federal laws.
|
(c)
|
Change in Control.
Notwithstanding any provision of this
|
(a)
|
pay the Company the amount of tax to be withheld;
|
•
|
Registration Statement (Form S-8 No. 333-168503) pertaining to the 2010 Incentive Plan
|
•
|
Registration Statement (Form S-8 No. 333-152764) pertaining to the EMCOR Group, Inc. Employee Stock Purchase Plan
|
•
|
Registration Statement (Form S-8 No. 333-147015) pertaining to the 2007 Incentive Plan
|
•
|
Registration Statement (Form S-8 No. 333-120078) pertaining to the Stock Option Agreement Dated as of October 25, 2004 and the Restricted Share Unit Agreement Dated as of October 25, 2004
|
•
|
Registration Statement (Form S-8 No. 333-112940) pertaining to the Stock Option Agreements dated as of January 4, 1999, May 5, 1999, January 3, 2000, January 2, 2001, December 14, 2001, January 2, 2002, June 19, 2002, October 25, 2002, January 2, 2003, February 27, 2003, and January 2, 2004, the 2003 Non-Employee Directors' Stock Option Plan and the 2003 Management Stock Incentive Plan
|
|
|
Stamford, Connecticut
|
/s/ E
RNST
& Y
OUNG
LLP
|
February 26, 2013
|
|
1.
|
I have reviewed this annual report on Form 10-K of EMCOR Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2013
|
|
/s/ ANTHONY J. GUZZI
|
|
|
|
Anthony J. Guzzi
President and
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of EMCOR Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2013
|
|
/s/ MARK A. POMPA
|
|
|
|
Mark A. Pompa
Executive Vice President
and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 26, 2013
|
|
/s/ ANTHONY J. GUZZI
|
|
|
|
Anthony J. Guzzi
President and
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 26, 2013
|
|
/s/ MARK A. POMPA
|
|
|
|
Mark A. Pompa
Executive Vice President
and Chief Financial Officer
|