FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
EMCOR GROUP, INC.
|
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
11-2125338
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
301 Merritt Seven
Norwalk, Connecticut
|
|
06851-1092
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(203) 849-7800
|
(Registrant’s Telephone Number, Including Area Code)
|
N/A
|
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
|
|
|
Page No.
|
|
||
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
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Item 2.
|
||
Item 3.
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Item 4.
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Item 2.
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Item 4.
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Item 6.
|
|
June 30,
2017 (Unaudited) |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
385,396
|
|
|
$
|
464,617
|
|
Accounts receivable, net
|
1,501,036
|
|
|
1,495,431
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
132,224
|
|
|
130,697
|
|
||
Inventories
|
42,451
|
|
|
37,426
|
|
||
Prepaid expenses and other
|
38,729
|
|
|
40,944
|
|
||
Total current assets
|
2,099,836
|
|
|
2,169,115
|
|
||
Investments, notes and other long-term receivables
|
7,722
|
|
|
8,792
|
|
||
Property, plant and equipment, net
|
127,754
|
|
|
127,951
|
|
||
Goodwill
|
1,010,399
|
|
|
979,628
|
|
||
Identifiable intangible assets, net
|
509,341
|
|
|
487,398
|
|
||
Other assets
|
92,522
|
|
|
79,554
|
|
||
Total assets
|
$
|
3,847,574
|
|
|
$
|
3,852,438
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt and capital lease obligations
|
$
|
15,318
|
|
|
$
|
15,030
|
|
Accounts payable
|
469,318
|
|
|
501,213
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
523,115
|
|
|
489,242
|
|
||
Accrued payroll and benefits
|
271,438
|
|
|
310,514
|
|
||
Other accrued expenses and liabilities
|
189,668
|
|
|
195,775
|
|
||
Total current liabilities
|
1,468,857
|
|
|
1,511,774
|
|
||
Borrowings under revolving credit facility
|
125,000
|
|
|
125,000
|
|
||
Long-term debt and capital lease obligations
|
276,866
|
|
|
283,296
|
|
||
Other long-term obligations
|
397,922
|
|
|
394,426
|
|
||
Total liabilities
|
2,268,645
|
|
|
2,314,496
|
|
||
Equity:
|
|
|
|
||||
EMCOR Group, Inc. stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized, 59,831,304 and 60,606,825 shares issued, respectively
|
598
|
|
|
606
|
|
||
Capital surplus
|
662
|
|
|
52,219
|
|
||
Accumulated other comprehensive loss
|
(101,160
|
)
|
|
(101,703
|
)
|
||
Retained earnings
|
1,688,278
|
|
|
1,596,269
|
|
||
Treasury stock, at cost 659,841 shares
|
(10,302
|
)
|
|
(10,302
|
)
|
||
Total EMCOR Group, Inc. stockholders’ equity
|
1,578,076
|
|
|
1,537,089
|
|
||
Noncontrolling interests
|
853
|
|
|
853
|
|
||
Total equity
|
1,578,929
|
|
|
1,537,942
|
|
||
Total liabilities and equity
|
$
|
3,847,574
|
|
|
$
|
3,852,438
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
1,895,937
|
|
|
$
|
1,933,416
|
|
|
$
|
3,787,669
|
|
|
$
|
3,678,386
|
|
Cost of sales
|
1,621,436
|
|
|
1,658,675
|
|
|
3,246,828
|
|
|
3,180,537
|
|
||||
Gross profit
|
274,501
|
|
|
274,741
|
|
|
540,841
|
|
|
497,849
|
|
||||
Selling, general and administrative expenses
|
181,337
|
|
|
181,811
|
|
|
364,338
|
|
|
349,213
|
|
||||
Restructuring expenses
|
343
|
|
|
641
|
|
|
908
|
|
|
732
|
|
||||
Operating income
|
92,821
|
|
|
92,289
|
|
|
175,595
|
|
|
147,904
|
|
||||
Interest expense
|
(3,069
|
)
|
|
(3,118
|
)
|
|
(6,140
|
)
|
|
(5,494
|
)
|
||||
Interest income
|
73
|
|
|
192
|
|
|
330
|
|
|
357
|
|
||||
Income from continuing operations before income taxes
|
89,825
|
|
|
89,363
|
|
|
169,785
|
|
|
142,767
|
|
||||
Income tax provision
|
33,019
|
|
|
32,911
|
|
|
59,865
|
|
|
51,880
|
|
||||
Income from continuing operations
|
56,806
|
|
|
56,452
|
|
|
109,920
|
|
|
90,887
|
|
||||
Loss from discontinued operation, net of income taxes
|
(18
|
)
|
|
(1,097
|
)
|
|
(522
|
)
|
|
(1,178
|
)
|
||||
Net income including noncontrolling interests
|
56,788
|
|
|
55,355
|
|
|
109,398
|
|
|
89,709
|
|
||||
Less: Net (income) loss attributable to noncontrolling interests
|
(30
|
)
|
|
25
|
|
|
—
|
|
|
19
|
|
||||
Net income attributable to EMCOR Group, Inc.
|
$
|
56,758
|
|
|
$
|
55,380
|
|
|
$
|
109,398
|
|
|
$
|
89,728
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.96
|
|
|
$
|
0.93
|
|
|
$
|
1.85
|
|
|
$
|
1.49
|
|
From discontinued operation
|
(0.00
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.96
|
|
|
$
|
0.91
|
|
|
$
|
1.84
|
|
|
$
|
1.47
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.95
|
|
|
$
|
0.92
|
|
|
$
|
1.84
|
|
|
$
|
1.48
|
|
From discontinued operation
|
(0.00
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.95
|
|
|
$
|
0.90
|
|
|
$
|
1.83
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income including noncontrolling interests
|
$
|
56,788
|
|
|
$
|
55,355
|
|
|
$
|
109,398
|
|
|
$
|
89,709
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(577
|
)
|
|
(754
|
)
|
|
(691
|
)
|
|
(801
|
)
|
||||
Post retirement plans, amortization of actuarial loss included in net income
(1)
|
625
|
|
|
476
|
|
|
1,234
|
|
|
953
|
|
||||
Other comprehensive income (loss)
|
48
|
|
|
(278
|
)
|
|
543
|
|
|
152
|
|
||||
Comprehensive income
|
56,836
|
|
|
55,077
|
|
|
109,941
|
|
|
89,861
|
|
||||
Less: Comprehensive (income) loss attributable to noncontrolling interests
|
(30
|
)
|
|
25
|
|
|
—
|
|
|
19
|
|
||||
Comprehensive income attributable to EMCOR Group, Inc.
|
$
|
56,806
|
|
|
$
|
55,102
|
|
|
$
|
109,941
|
|
|
$
|
89,880
|
|
(1)
|
Net of tax of
$0.2 million
and
$0.1 million
for the three months ended
June 30, 2017
and
2016
, respectively, and net of tax of
$0.3 million
for the six months ended
June 30, 2017
and
2016
.
|
|
Six months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows - operating activities:
|
|
|
|
||||
Net income including noncontrolling interests
|
$
|
109,398
|
|
|
$
|
89,709
|
|
Depreciation and amortization
|
20,354
|
|
|
19,265
|
|
||
Amortization of identifiable intangible assets
|
24,257
|
|
|
20,011
|
|
||
Provision for doubtful accounts
|
2,543
|
|
|
4,478
|
|
||
Deferred income taxes
|
(6,410
|
)
|
|
1,734
|
|
||
Excess tax benefits from share-based compensation
|
(1,554
|
)
|
|
(1,818
|
)
|
||
Equity income from unconsolidated entities
|
(758
|
)
|
|
(160
|
)
|
||
Other non-cash items
|
2,208
|
|
|
5,565
|
|
||
Distributions from unconsolidated entities
|
1,829
|
|
|
863
|
|
||
Changes in operating assets and liabilities, excluding the effect of businesses acquired
|
(48,978
|
)
|
|
(91,862
|
)
|
||
Net cash provided by operating activities
|
102,889
|
|
|
47,785
|
|
||
Cash flows - investing activities:
|
|
|
|
||||
Payments for acquisitions of businesses, net of cash acquired
|
(82,724
|
)
|
|
(232,283
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1,629
|
|
|
909
|
|
||
Purchase of property, plant and equipment
|
(17,668
|
)
|
|
(18,950
|
)
|
||
Net cash used in investing activities
|
(98,763
|
)
|
|
(250,324
|
)
|
||
Cash flows - financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
—
|
|
|
220,000
|
|
||
Repayments of long-term debt
|
(7,601
|
)
|
|
(8,756
|
)
|
||
Repayments of capital lease obligations
|
(716
|
)
|
|
(816
|
)
|
||
Dividends paid to stockholders
|
(9,531
|
)
|
|
(9,734
|
)
|
||
Repurchase of common stock
|
(65,775
|
)
|
|
(34,074
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
144
|
|
||
Payments to satisfy minimum tax withholding
|
(2,637
|
)
|
|
(4,111
|
)
|
||
Issuance of common stock under employee stock purchase plan
|
2,191
|
|
|
2,383
|
|
||
Payments for contingent consideration arrangements
|
(1,017
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
—
|
|
|
(2,050
|
)
|
||
Net cash (used in) provided by financing activities
|
(85,086
|
)
|
|
162,986
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,739
|
|
|
(4,259
|
)
|
||
Decrease in cash and cash equivalents
|
(79,221
|
)
|
|
(43,812
|
)
|
||
Cash and cash equivalents at beginning of year
|
464,617
|
|
|
486,831
|
|
||
Cash and cash equivalents at end of period
|
$
|
385,396
|
|
|
$
|
443,019
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
5,600
|
|
|
$
|
4,662
|
|
Income taxes
|
$
|
67,652
|
|
|
$
|
69,555
|
|
Non-cash financing activities:
|
|
|
|
||||
Assets acquired under capital lease obligations
|
$
|
688
|
|
|
$
|
1,402
|
|
|
|
|
EMCOR Group, Inc. Stockholders
|
|
|
||||||||||||||||||||||
|
Total
|
|
Common
stock
|
|
Capital
surplus
|
|
Accumulated other comprehensive (loss) income
(1)
|
|
Retained
earnings
|
|
Treasury
stock
|
|
Noncontrolling
interests
|
||||||||||||||
Balance, December 31, 2015
|
$
|
1,480,056
|
|
|
$
|
617
|
|
|
$
|
130,369
|
|
|
$
|
(76,953
|
)
|
|
$
|
1,432,980
|
|
|
$
|
(10,302
|
)
|
|
$
|
3,345
|
|
Net income including noncontrolling interests
|
89,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,728
|
|
|
—
|
|
|
(19
|
)
|
|||||||
Other comprehensive income
|
152
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued under share-based compensation plans
(2)
|
1,135
|
|
|
3
|
|
|
141
|
|
|
—
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|||||||
Tax withholding for common stock issued under share-based compensation plans
|
(4,111
|
)
|
|
—
|
|
|
(4,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued under employee stock purchase plan
|
2,383
|
|
|
—
|
|
|
2,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock dividends
|
(9,734
|
)
|
|
—
|
|
|
102
|
|
|
—
|
|
|
(9,836
|
)
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
(26,076
|
)
|
|
(6
|
)
|
|
(26,070
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
(2,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,050
|
)
|
|||||||
Share-based compensation expense
|
5,035
|
|
|
—
|
|
|
5,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, June 30, 2016
|
$
|
1,536,499
|
|
|
$
|
614
|
|
|
$
|
107,849
|
|
|
$
|
(76,801
|
)
|
|
$
|
1,513,863
|
|
|
$
|
(10,302
|
)
|
|
$
|
1,276
|
|
Balance, December 31, 2016
|
$
|
1,537,942
|
|
|
$
|
606
|
|
|
$
|
52,219
|
|
|
$
|
(101,703
|
)
|
|
$
|
1,596,269
|
|
|
$
|
(10,302
|
)
|
|
$
|
853
|
|
Net income including noncontrolling interests
|
109,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,398
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income
|
543
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued under share-based compensation plans
|
1
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax withholding for common stock issued under share-based compensation plans
|
(3,354
|
)
|
|
—
|
|
|
(3,354
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued under employee stock purchase plan
|
2,191
|
|
|
—
|
|
|
2,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock dividends
|
(9,531
|
)
|
|
—
|
|
|
84
|
|
|
—
|
|
|
(9,615
|
)
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
(63,430
|
)
|
|
(10
|
)
|
|
(55,646
|
)
|
|
—
|
|
|
(7,774
|
)
|
|
—
|
|
|
—
|
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation expense
|
5,169
|
|
|
—
|
|
|
5,169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, June 30, 2017
|
$
|
1,578,929
|
|
|
$
|
598
|
|
|
$
|
662
|
|
|
$
|
(101,160
|
)
|
|
$
|
1,688,278
|
|
|
$
|
(10,302
|
)
|
|
$
|
853
|
|
(1)
|
Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
|
(2)
|
Includes a
$1.0 million
adjustment to retained earnings to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation upon the adoption of Accounting Standards Update No. 2016-09.
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
944
|
|
|
$
|
5
|
|
|
$
|
944
|
|
|
$
|
68
|
|
Loss from discontinued operation, net of income taxes
|
$
|
(18
|
)
|
|
$
|
(1,097
|
)
|
|
$
|
(522
|
)
|
|
$
|
(1,178
|
)
|
Diluted loss per share from discontinued operation
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Assets of discontinued operation:
|
|
|
|
||||
Current assets
|
$
|
865
|
|
|
$
|
1,233
|
|
|
|
|
|
||||
Liabilities of discontinued operation:
|
|
|
|
||||
Current liabilities
|
$
|
3,657
|
|
|
$
|
4,036
|
|
|
For the three months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
||||
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
56,776
|
|
|
$
|
56,477
|
|
Loss from discontinued operation, net of income taxes
|
(18
|
)
|
|
(1,097
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
56,758
|
|
|
$
|
55,380
|
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding used to compute basic earnings (loss) per common share
|
59,290,420
|
|
|
60,808,502
|
|
||
Effect of dilutive securities—Share-based awards
|
348,641
|
|
|
395,719
|
|
||
Shares used to compute diluted earnings (loss) per common share
|
59,639,061
|
|
|
61,204,221
|
|
||
Basic earnings (loss) per common share:
|
|
|
|
||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.96
|
|
|
$
|
0.93
|
|
From discontinued operation
|
(0.00
|
)
|
|
(0.02
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.96
|
|
|
$
|
0.91
|
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.95
|
|
|
$
|
0.92
|
|
From discontinued operation
|
(0.00
|
)
|
|
(0.02
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
0.95
|
|
|
$
|
0.90
|
|
|
For the six months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
||||
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
109,920
|
|
|
$
|
90,906
|
|
Loss from discontinued operation, net of income taxes
|
(522
|
)
|
|
(1,178
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
109,398
|
|
|
$
|
89,728
|
|
Denominator:
|
|
|
|
||||
Weighted average shares outstanding used to compute basic earnings (loss) per common share
|
59,527,863
|
|
|
60,854,781
|
|
||
Effect of dilutive securities—Share-based awards
|
345,553
|
|
|
421,497
|
|
||
Shares used to compute diluted earnings (loss) per common share
|
59,873,416
|
|
|
61,276,278
|
|
||
Basic earnings (loss) per common share:
|
|
|
|
||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
1.85
|
|
|
$
|
1.49
|
|
From discontinued operation
|
(0.01
|
)
|
|
(0.02
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
1.84
|
|
|
$
|
1.47
|
|
Diluted earnings (loss) per common share:
|
|
|
|
||||
From continuing operations attributable to EMCOR Group, Inc. common stockholders
|
$
|
1.84
|
|
|
$
|
1.48
|
|
From discontinued operation
|
(0.01
|
)
|
|
(0.02
|
)
|
||
Net income attributable to EMCOR Group, Inc. common stockholders
|
$
|
1.83
|
|
|
$
|
1.46
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Raw materials and construction materials
|
$
|
23,416
|
|
|
$
|
21,997
|
|
Work in process
|
19,035
|
|
|
15,429
|
|
||
Inventories
|
$
|
42,451
|
|
|
$
|
37,426
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Revolving credit facility
|
$
|
125,000
|
|
|
$
|
125,000
|
|
Term loan
|
292,405
|
|
|
300,000
|
|
||
Unamortized debt issuance costs
|
(4,844
|
)
|
|
(5,437
|
)
|
||
Capitalized lease obligations
|
4,598
|
|
|
3,732
|
|
||
Other
|
25
|
|
|
31
|
|
||
Total debt
|
417,184
|
|
|
423,326
|
|
||
Less: current maturities
|
15,318
|
|
|
15,030
|
|
||
Total long-term debt
|
$
|
401,866
|
|
|
$
|
408,296
|
|
|
Assets at Fair Value as of June 30, 2017
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
(1)
|
$
|
385,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
385,396
|
|
Restricted cash
(2)
|
1,817
|
|
|
—
|
|
|
—
|
|
|
1,817
|
|
||||
Deferred compensation plan assets
(3)
|
19,806
|
|
|
—
|
|
|
—
|
|
|
19,806
|
|
||||
Total
|
$
|
407,019
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
407,019
|
|
|
Assets at Fair Value as of December 31, 2016
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
(1)
|
$
|
464,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464,617
|
|
Restricted cash
(2)
|
2,043
|
|
|
—
|
|
|
—
|
|
|
2,043
|
|
||||
Deferred compensation plan assets
(3)
|
12,153
|
|
|
—
|
|
|
—
|
|
|
12,153
|
|
||||
Total
|
$
|
478,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
478,813
|
|
(1)
|
Cash and cash equivalents include money market funds with original maturity dates of three months or less, which are Level 1 assets. At
June 30, 2017
and
December 31, 2016
, we had
$145.5 million
and
$154.6 million
, respectively, in money market funds.
|
(2)
|
Restricted cash is classified as “Prepaid expenses and other” in the Condensed Consolidated Balance Sheets.
|
(3)
|
Deferred compensation plan assets are classified as “Other assets” in the Condensed Consolidated Balance Sheets.
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest cost
|
$
|
2,124
|
|
|
$
|
2,696
|
|
|
$
|
4,169
|
|
|
$
|
5,381
|
|
Expected return on plan assets
|
(3,327
|
)
|
|
(3,717
|
)
|
|
(6,531
|
)
|
|
(7,418
|
)
|
||||
Amortization of unrecognized loss
|
724
|
|
|
535
|
|
|
1,422
|
|
|
1,067
|
|
||||
Net periodic pension cost (income)
|
$
|
(479
|
)
|
|
$
|
(486
|
)
|
|
$
|
(940
|
)
|
|
$
|
(970
|
)
|
|
|
United States
mechanical construction and facilities services segment |
|
United States building services segment
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
81
|
|
Charges
|
|
198
|
|
|
534
|
|
|
732
|
|
|||
Payments
|
|
(52
|
)
|
|
(434
|
)
|
|
(486
|
)
|
|||
Balance at June 30, 2016
|
|
$
|
146
|
|
|
$
|
181
|
|
|
$
|
327
|
|
Balance at December 31, 2016
|
|
$
|
188
|
|
|
$
|
13
|
|
|
$
|
201
|
|
Charges
|
|
218
|
|
|
690
|
|
|
908
|
|
|||
Payments
|
|
(316
|
)
|
|
(621
|
)
|
|
(937
|
)
|
|||
Balance at June 30, 2017
|
|
$
|
90
|
|
|
$
|
82
|
|
|
$
|
172
|
|
|
For the three months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Revenues from unrelated entities:
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
449,222
|
|
|
$
|
420,632
|
|
United States mechanical construction and facilities services
|
741,817
|
|
|
625,547
|
|
||
United States building services
|
438,264
|
|
|
463,145
|
|
||
United States industrial services
|
187,476
|
|
|
333,508
|
|
||
Total United States operations
|
1,816,779
|
|
|
1,842,832
|
|
||
United Kingdom building services
|
79,158
|
|
|
90,584
|
|
||
Total worldwide operations
|
$
|
1,895,937
|
|
|
$
|
1,933,416
|
|
|
|
|
|
||||
Total revenues:
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
451,124
|
|
|
$
|
430,101
|
|
United States mechanical construction and facilities services
|
750,442
|
|
|
628,770
|
|
||
United States building services
|
453,849
|
|
|
476,458
|
|
||
United States industrial services
|
187,610
|
|
|
333,752
|
|
||
Less intersegment revenues
|
(26,246
|
)
|
|
(26,249
|
)
|
||
Total United States operations
|
1,816,779
|
|
|
1,842,832
|
|
||
United Kingdom building services
|
79,158
|
|
|
90,584
|
|
||
Total worldwide operations
|
$
|
1,895,937
|
|
|
$
|
1,933,416
|
|
|
For the six months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Revenues from unrelated entities:
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
892,238
|
|
|
$
|
768,921
|
|
United States mechanical construction and facilities services
|
1,412,946
|
|
|
1,233,975
|
|
||
United States building services
|
878,294
|
|
|
906,258
|
|
||
United States industrial services
|
446,015
|
|
|
591,012
|
|
||
Total United States operations
|
3,629,493
|
|
|
3,500,166
|
|
||
United Kingdom building services
|
158,176
|
|
|
178,220
|
|
||
Total worldwide operations
|
$
|
3,787,669
|
|
|
$
|
3,678,386
|
|
|
|
|
|
||||
Total revenues:
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
895,140
|
|
|
$
|
784,205
|
|
United States mechanical construction and facilities services
|
1,429,833
|
|
|
1,240,540
|
|
||
United States building services
|
908,793
|
|
|
932,255
|
|
||
United States industrial services
|
446,515
|
|
|
591,622
|
|
||
Less intersegment revenues
|
(50,788
|
)
|
|
(48,456
|
)
|
||
Total United States operations
|
3,629,493
|
|
|
3,500,166
|
|
||
United Kingdom building services
|
158,176
|
|
|
178,220
|
|
||
Total worldwide operations
|
$
|
3,787,669
|
|
|
$
|
3,678,386
|
|
|
For the three months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating income (loss):
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
32,118
|
|
|
$
|
23,011
|
|
United States mechanical construction and facilities services
|
53,054
|
|
|
37,936
|
|
||
United States building services
|
20,185
|
|
|
18,535
|
|
||
United States industrial services
|
4,373
|
|
|
33,148
|
|
||
Total United States operations
|
109,730
|
|
|
112,630
|
|
||
United Kingdom building services
|
3,497
|
|
|
3,258
|
|
||
Corporate administration
|
(20,063
|
)
|
|
(22,958
|
)
|
||
Restructuring expenses
|
(343
|
)
|
|
(641
|
)
|
||
Total worldwide operations
|
92,821
|
|
|
92,289
|
|
||
Other corporate items:
|
|
|
|
||||
Interest expense
|
(3,069
|
)
|
|
(3,118
|
)
|
||
Interest income
|
73
|
|
|
192
|
|
||
Income from continuing operations before income taxes
|
$
|
89,825
|
|
|
$
|
89,363
|
|
|
For the six months ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating income (loss):
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
63,152
|
|
|
$
|
39,718
|
|
United States mechanical construction and facilities services
|
93,487
|
|
|
61,717
|
|
||
United States building services
|
34,394
|
|
|
32,533
|
|
||
United States industrial services
|
21,417
|
|
|
52,014
|
|
||
Total United States operations
|
212,450
|
|
|
185,982
|
|
||
United Kingdom building services
|
5,176
|
|
|
6,569
|
|
||
Corporate administration
|
(41,123
|
)
|
|
(43,915
|
)
|
||
Restructuring expenses
|
(908
|
)
|
|
(732
|
)
|
||
Total worldwide operations
|
175,595
|
|
|
147,904
|
|
||
Other corporate items:
|
|
|
|
||||
Interest expense
|
(6,140
|
)
|
|
(5,494
|
)
|
||
Interest income
|
330
|
|
|
357
|
|
||
Income from continuing operations before income taxes
|
$
|
169,785
|
|
|
$
|
142,767
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Total assets:
|
|
|
|
||||
United States electrical construction and facilities services
|
$
|
588,331
|
|
|
$
|
631,581
|
|
United States mechanical construction and facilities services
|
1,038,760
|
|
|
954,633
|
|
||
United States building services
|
784,941
|
|
|
753,434
|
|
||
United States industrial services
|
832,988
|
|
|
850,434
|
|
||
Total United States operations
|
3,245,020
|
|
|
3,190,082
|
|
||
United Kingdom building services
|
112,777
|
|
|
105,081
|
|
||
Corporate administration
|
489,777
|
|
|
557,275
|
|
||
Total worldwide operations
|
$
|
3,847,574
|
|
|
$
|
3,852,438
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
For the three months ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Revenues
|
$
|
1,895,937
|
|
|
$
|
1,933,416
|
|
Revenues (decrease) increase from prior year
|
(1.9
|
)%
|
|
17.0
|
%
|
||
Operating income
|
$
|
92,821
|
|
|
$
|
92,289
|
|
Operating income as a percentage of revenues
|
4.9
|
%
|
|
4.8
|
%
|
||
Net income attributable to EMCOR Group, Inc.
|
$
|
56,758
|
|
|
$
|
55,380
|
|
Diluted earnings per common share from continuing operations
|
$
|
0.95
|
|
|
$
|
0.92
|
|
|
For the three months ended June 30,
|
||||||||||||
|
2017
|
|
% of
Total
|
|
2016
|
|
% of
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
449,222
|
|
|
24
|
%
|
|
$
|
420,632
|
|
|
22
|
%
|
United States mechanical construction and facilities services
|
741,817
|
|
|
39
|
%
|
|
625,547
|
|
|
32
|
%
|
||
United States building services
|
438,264
|
|
|
23
|
%
|
|
463,145
|
|
|
24
|
%
|
||
United States industrial services
|
187,476
|
|
|
10
|
%
|
|
333,508
|
|
|
17
|
%
|
||
Total United States operations
|
1,816,779
|
|
|
96
|
%
|
|
1,842,832
|
|
|
95
|
%
|
||
United Kingdom building services
|
79,158
|
|
|
4
|
%
|
|
90,584
|
|
|
5
|
%
|
||
Total worldwide operations
|
$
|
1,895,937
|
|
|
100
|
%
|
|
$
|
1,933,416
|
|
|
100
|
%
|
|
For the six months ended June 30,
|
||||||||||||
|
2017
|
|
% of
Total
|
|
2016
|
|
% of
Total
|
||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
892,238
|
|
|
24
|
%
|
|
$
|
768,921
|
|
|
21
|
%
|
United States mechanical construction and facilities services
|
1,412,946
|
|
|
37
|
%
|
|
1,233,975
|
|
|
34
|
%
|
||
United States building services
|
878,294
|
|
|
23
|
%
|
|
906,258
|
|
|
25
|
%
|
||
United States industrial services
|
446,015
|
|
|
12
|
%
|
|
591,012
|
|
|
16
|
%
|
||
Total United States operations
|
3,629,493
|
|
|
96
|
%
|
|
3,500,166
|
|
|
95
|
%
|
||
United Kingdom building services
|
158,176
|
|
|
4
|
%
|
|
178,220
|
|
|
5
|
%
|
||
Total worldwide operations
|
$
|
3,787,669
|
|
|
100
|
%
|
|
$
|
3,678,386
|
|
|
100
|
%
|
|
June 30, 2017
|
|
% of
Total
|
|
December 31, 2016
|
|
% of
Total
|
|
June 30, 2016
|
|
% of
Total
|
|||||||||
Backlog:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States electrical construction and facilities services
|
$
|
1,257,375
|
|
|
31
|
%
|
|
$
|
1,221,237
|
|
|
31
|
%
|
|
$
|
1,096,872
|
|
|
29
|
%
|
United States mechanical construction and facilities services
|
1,908,259
|
|
|
47
|
%
|
|
1,818,536
|
|
|
47
|
%
|
|
1,737,898
|
|
|
46
|
%
|
|||
United States building services
|
707,875
|
|
|
17
|
%
|
|
663,340
|
|
|
17
|
%
|
|
772,158
|
|
|
20
|
%
|
|||
United States industrial services
|
55,214
|
|
|
1
|
%
|
|
50,279
|
|
|
1
|
%
|
|
56,722
|
|
|
1
|
%
|
|||
Total United States operations
|
3,928,723
|
|
|
96
|
%
|
|
3,753,392
|
|
|
96
|
%
|
|
3,663,650
|
|
|
96
|
%
|
|||
United Kingdom building services
|
170,883
|
|
|
4
|
%
|
|
149,530
|
|
|
4
|
%
|
|
145,835
|
|
|
4
|
%
|
|||
Total worldwide operations
|
$
|
4,099,606
|
|
|
100
|
%
|
|
$
|
3,902,922
|
|
|
100
|
%
|
|
$
|
3,809,485
|
|
|
100
|
%
|
|
For the three months ended
June 30, |
|
For the six months ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of sales
|
$
|
1,621,436
|
|
|
$
|
1,658,675
|
|
|
$
|
3,246,828
|
|
|
$
|
3,180,537
|
|
Gross profit
|
$
|
274,501
|
|
|
$
|
274,741
|
|
|
$
|
540,841
|
|
|
$
|
497,849
|
|
Gross profit, as a percentage of revenues
|
14.5
|
%
|
|
14.2
|
%
|
|
14.3
|
%
|
|
13.5
|
%
|
|
For the three months ended
June 30, |
|
For the six months ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Selling, general and administrative expenses
|
$
|
181,337
|
|
|
$
|
181,811
|
|
|
$
|
364,338
|
|
|
$
|
349,213
|
|
Selling, general and administrative expenses, as a percentage of revenues
|
9.6
|
%
|
|
9.4
|
%
|
|
9.6
|
%
|
|
9.5
|
%
|
|
For the three months ended June 30,
|
||||||||||||
|
2017
|
|
% of
Segment
Revenues
|
|
2016
|
|
% of
Segment
Revenues
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
32,118
|
|
|
7.1
|
%
|
|
$
|
23,011
|
|
|
5.5
|
%
|
United States mechanical construction and facilities services
|
53,054
|
|
|
7.2
|
%
|
|
37,936
|
|
|
6.1
|
%
|
||
United States building services
|
20,185
|
|
|
4.6
|
%
|
|
18,535
|
|
|
4.0
|
%
|
||
United States industrial services
|
4,373
|
|
|
2.3
|
%
|
|
33,148
|
|
|
9.9
|
%
|
||
Total United States operations
|
109,730
|
|
|
6.0
|
%
|
|
112,630
|
|
|
6.1
|
%
|
||
United Kingdom building services
|
3,497
|
|
|
4.4
|
%
|
|
3,258
|
|
|
3.6
|
%
|
||
Corporate administration
|
(20,063
|
)
|
|
—
|
|
|
(22,958
|
)
|
|
—
|
|
||
Restructuring expenses
|
(343
|
)
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
||
Total worldwide operations
|
92,821
|
|
|
4.9
|
%
|
|
92,289
|
|
|
4.8
|
%
|
||
Other corporate items:
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(3,069
|
)
|
|
|
|
(3,118
|
)
|
|
|
||||
Interest income
|
73
|
|
|
|
|
192
|
|
|
|
||||
Income from continuing operations before income taxes
|
$
|
89,825
|
|
|
|
|
$
|
89,363
|
|
|
|
|
For the six months ended June 30,
|
||||||||||||
|
2017
|
|
% of
Segment
Revenues
|
|
2016
|
|
% of
Segment
Revenues
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||
United States electrical construction and facilities services
|
$
|
63,152
|
|
|
7.1
|
%
|
|
$
|
39,718
|
|
|
5.2
|
%
|
United States mechanical construction and facilities services
|
93,487
|
|
|
6.6
|
%
|
|
61,717
|
|
|
5.0
|
%
|
||
United States building services
|
34,394
|
|
|
3.9
|
%
|
|
32,533
|
|
|
3.6
|
%
|
||
United States industrial services
|
21,417
|
|
|
4.8
|
%
|
|
52,014
|
|
|
8.8
|
%
|
||
Total United States operations
|
212,450
|
|
|
5.9
|
%
|
|
185,982
|
|
|
5.3
|
%
|
||
United Kingdom building services
|
5,176
|
|
|
3.3
|
%
|
|
6,569
|
|
|
3.7
|
%
|
||
Corporate administration
|
(41,123
|
)
|
|
—
|
|
|
(43,915
|
)
|
|
—
|
|
||
Restructuring expenses
|
(908
|
)
|
|
—
|
|
|
(732
|
)
|
|
—
|
|
||
Total worldwide operations
|
175,595
|
|
|
4.6
|
%
|
|
147,904
|
|
|
4.0
|
%
|
||
Other corporate items:
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(6,140
|
)
|
|
|
|
(5,494
|
)
|
|
|
||||
Interest income
|
330
|
|
|
|
|
357
|
|
|
|
||||
Income from continuing operations before income taxes
|
$
|
169,785
|
|
|
|
|
$
|
142,767
|
|
|
|
|
For the six months ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
102,889
|
|
|
$
|
47,785
|
|
Net cash used in investing activities
|
$
|
(98,763
|
)
|
|
$
|
(250,324
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(85,086
|
)
|
|
$
|
162,986
|
|
Effect of exchange rate changes on cash and cash equivalents
|
$
|
1,739
|
|
|
$
|
(4,259
|
)
|
|
|
|
|
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 2.23%)
(1)
|
|
$
|
136.5
|
|
|
$
|
2.8
|
|
|
$
|
5.6
|
|
|
$
|
128.1
|
|
|
$
|
—
|
|
Term loan (including interest at 2.23%)
(1)
|
|
316.7
|
|
|
21.7
|
|
|
42.3
|
|
|
252.7
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
4.9
|
|
|
1.5
|
|
|
2.9
|
|
|
0.5
|
|
|
—
|
|
|||||
Operating leases
|
|
291.9
|
|
|
66.9
|
|
|
108.8
|
|
|
65.2
|
|
|
51.0
|
|
|||||
Open purchase obligations
(2)
|
|
1,057.2
|
|
|
887.1
|
|
|
168.7
|
|
|
1.4
|
|
|
—
|
|
|||||
Other long-term obligations, including current portion
(3)
|
|
418.0
|
|
|
67.0
|
|
|
341.5
|
|
|
9.5
|
|
|
—
|
|
|||||
Liabilities related to uncertain income tax positions
(4)
|
|
2.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Total Contractual Obligations
|
|
$
|
2,227.3
|
|
|
$
|
1,048.3
|
|
|
$
|
669.8
|
|
|
$
|
457.4
|
|
|
$
|
51.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||
Other Commercial Commitments
|
|
Total
Committed
|
|
Less
than 1
year
|
|
1-3
years
|
|
3-5
years
|
|
After
5 years
|
||||||||||
Letters of credit
|
|
$
|
106.0
|
|
|
$
|
104.9
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
On August 3, 2016, we entered into a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”). The proceeds of the 2016 Term Loan were used to repay amounts drawn under our prior credit agreement. As of June 30, 2017, the amount outstanding under the 2016 Term Loan was $292.4 million. As of June 30, 2017, there were borrowings outstanding of $125.0 million under the 2016 Revolving Credit Facility.
|
(2)
|
Represents open purchase orders for material and subcontracting costs related to construction and services contracts. These purchase orders are not reflected in EMCOR’s Condensed Consolidated Balance Sheets and should not impact future cash flows, as amounts should be recovered through customer billings.
|
(3)
|
Represents primarily insurance related liabilities and liabilities for deferred income taxes, incentive compensation and deferred compensation, classified as other long-term liabilities in the Condensed Consolidated Balance Sheets. Cash payments for insurance and deferred compensation related liabilities may be payable beyond three years, but it is not practical to estimate these payments; therefore, these liabilities are reflected in the 1-3 years payment period. We provide funding to our post retirement plans based on at least the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to five years in the future. In our judgment, minimum funding estimates beyond a five year time horizon cannot be reliably estimated and, therefore, have not been included in the table.
|
(4)
|
Includes $0.2 million of accrued interest.
|
Period
|
|
Total Number of
Shares Purchased
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Approximate Dollar Value
of Shares That May Yet be
Purchased Under
the Plan or Programs
|
April 1, 2017 to
April 30, 2017
|
|
30,863
|
|
$61.90
|
|
30,863
|
|
$110,353,334
|
May 1, 2017 to
May 31, 2017
|
|
129,780
|
|
$63.24
|
|
129,780
|
|
$102,141,865
|
June 1, 2017 to
June 30, 2017
|
|
None
|
|
None
|
|
None
|
|
$102,141,865
|
(1)
|
On September 26, 2011, our Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common stock. On December 5, 2013, October 23, 2014 and October 28, 2015, our Board of Directors authorized us to repurchase up to an additional $100.0 million, $250.0 million and $200.0 million of our outstanding common stock, respectively. As of June 30, 2017, there remained authorization for us to repurchase approximately $102.1 million of our shares. No shares have been repurchased by us since the programs have been announced other than pursuant to these publicly announced programs. We may repurchase our shares from time to time as permitted by securities laws and other legal requirements.
|
|
EMCOR GROUP, INC.
|
|
(Registrant)
|
|
|
B
Y
:
|
/s/ ANTHONY J. GUZZI
|
|
Anthony J. Guzzi
|
|
President and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
B
Y
:
|
/s/ MARK A. POMPA
|
|
Mark A. Pompa
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
2(a-1)
|
|
Purchase Agreement dated as of February 11, 2002 by and among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
|
|
|
2(a-2)
|
|
Purchase and Sale Agreement dated as of August 20, 2007 between FR X Ohmstede Holdings LLC and EMCOR Group, Inc.
|
|
|
2(a-3)
|
|
Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc.
|
|
|
3(a-1)
|
|
Restated Certificate of Incorporation of EMCOR filed December 15, 1994
|
|
|
3(a-2)
|
|
Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR
|
|
|
3(a-3)
|
|
Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR
|
|
|
3(a-4)
|
|
Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR
|
|
|
3(a-5)
|
|
Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR
|
|
|
3(b)
|
|
Amended and Restated By-Laws and Amendments thereto
|
|
|
4(a)
|
|
Fifth Amended and Restated Credit Agreement dated as of August 3, 2016 by and among EMCOR Group, Inc. and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”)
|
|
|
4(b)
|
|
Fifth Amended and Restated Security Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
|
4(c)
|
|
Fifth Amended and Restated Pledge Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|
|
4(d)
|
|
Fourth Amended and Restated Guaranty Agreement dated as of August 3, 2016 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(a)
|
|
Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
|
10(b)
|
|
Form of Amendment to Severance Agreement between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa
|
|
|
10(c)
|
|
Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”)
|
|
|
10(d)
|
|
Form of Confidentiality Agreement between Anthony Guzzi and EMCOR
|
|
|
10(e)
|
|
Form of Indemnification Agreement between EMCOR and each of its officers and directors
|
|
|
10(f-1)
|
|
Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR
|
|
|
10(f-2)
|
|
Amendment to Guzzi Severance Agreement
|
|
|
10(g-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Sheldon I. Cammaker and EMCOR (“Cammaker Continuity Agreement”)
|
|
|
10(g-2)
|
|
Amendment dated as of May 4, 1999 to Cammaker Continuity Agreement
|
|
|
10(g-3)
|
|
Amendment dated as of March 1, 2007 to Cammaker Continuity Agreement
|
|
|
10(h-1)
|
|
Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”)
|
|
|
10(h-2)
|
|
Amendment dated as of May 4, 1999 to Matz Continuity Agreement
|
|
|
10(h-3)
|
|
Amendment dated as of January 1, 2002 to Matz Continuity Agreement
|
|
|
10(h-4)
|
|
Amendment dated as of March 1, 2007 to Matz Continuity Agreement
|
|
|
10(i-1)
|
|
Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”)
|
|
|
10(i-2)
|
|
Amendment dated as of May 4, 1999 to Pompa Continuity Agreement
|
|
|
10(i-3)
|
|
Amendment dated as of January 1, 2002 to Pompa Continuity Agreement
|
|
|
10(i-4)
|
|
Amendment dated as of March 1, 2007 to Pompa Continuity Agreement
|
|
|
10(j-1)
|
|
Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”)
|
|
|
10(j-2)
|
|
Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement
|
|
|
10(j-3)
|
|
Amendment to Continuity Agreements and Severance Agreements with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(k-1)
|
|
Amendment dated as of March 29, 2010 to Severance Agreement with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|
|
10(k-2)
|
|
Third Amendment to Severance Agreement dated June 4, 2015 between EMCOR and Sheldon I. Cammaker
|
|
|
10(l-1)
|
|
Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio
|
|
|
10(l-2)
|
|
Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”)
|
|
|
10(l-3)
|
|
Amendment dated April 10, 2017 to Mauricio Continuity Agreement
|
|
|
10(m-1)
|
|
EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”)
|
|
|
10(m-2)
|
|
First Amendment to LTIP and updated Schedule A to LTIP
|
|
|
10(m-3)
|
|
Second Amendment to LTIP
|
|
|
10(m-4)
|
|
Third Amendment to LTIP
|
|
|
10(m-5)
|
|
Fourth Amendment to LTIP
|
|
|
10(m-6)
|
|
Form of Certificate Representing Stock Units issued under LTIP
|
|
|
10(m-7)
|
|
Fifth Amendment to LTIP
|
|
|
10(m-8)
|
|
Sixth Amendment to LTIP
|
|
|
10(n)
|
|
Key Executive Incentive Bonus Plan, as amended and restated
|
|
|
10(o-1)
|
|
2007 Incentive Plan
|
|
|
10(o-2)
|
|
Form of Option Agreement under 2007 Incentive Plan between EMCOR and each non-employee director electing to receive options as part of annual retainer
|
|
|
10(p-1)
|
|
Amended and Restated 2010 Incentive Plan
|
|
|
10(p-2)
|
|
Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders
|
|
|
10(p-3)
|
|
Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer
|
|
|
10(q)
|
|
EMCOR Group, Inc. Employee Stock Purchase Plan
|
|
|
10(r)
|
|
Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011
|
|
|
10(s)
|
|
Amendment to Option Agreements
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
|
|
|
|
|
10(t)
|
|
Form of Non-LTIP Stock Unit Certificate
|
|
|
10(u)
|
|
Form of Director Restricted Stock Unit Agreement
|
|
|
10(v)
|
|
Director Award Program, as Amended and Restated December 16, 2014
|
|
|
10(w)
|
|
EMCOR Group, Inc. Voluntary Deferral Plan
|
|
|
10(x)
|
|
First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan
|
|
|
10(y)
|
|
Form of Executive Restricted Stock Unit Agreement
|
|
|
10(z)
|
|
Restricted Stock Unit Award Agreement dated October 23, 2013 between EMCOR and Stephen W. Bershad
|
|
|
10(a)(a)
|
|
Restricted Stock Unit Award Agreement dated June 11, 2014 between EMCOR and Stephen W. Bershad
|
|
|
10(b)(b)
|
|
Restricted Stock Unit Award Agreement dated June 11, 2015 between EMCOR and Stephen W. Bershad
|
|
|
10(c)(c)
|
|
Restricted Stock Unit Award Agreement dated October 29, 2015 between EMCOR and Steven B. Schwarzwaelder
|
|
|
10(d)(d)
|
|
Restricted Stock Unit Award Agreement dated June 2, 2016 between EMCOR and Stephen W. Bershad
|
|
|
10(e)(e)
|
|
Executive Compensation Recoupment Policy
|
|
|
10(f)(f)
|
|
Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa
|
|
|
11
|
|
Computation of Basic EPS and Diluted EPS for the three and six months ended June 30, 2017 and 2016
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the President and Chief Executive Officer
|
|
|
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
|
|
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer
|
|
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer
|
|
|
95
|
|
Information concerning mine safety violations or other regulatory matters
|
|
|
101
|
|
The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Condensed Consolidated Financial Statements.
|
|
Filed
|
(b)
|
Death or Disability.
In the event of Termination of Service
|
(d)
|
Change in Control.
Notwithstanding any provision of this
|
(a)
|
pay the Company the amount of tax to be withheld
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 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:
|
July 27, 2017
|
|
/s/ ANTHONY J. GUZZI
|
|
|
|
Anthony J. Guzzi
President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 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:
|
July 27, 2017
|
|
/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:
|
July 27, 2017
|
|
/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:
|
July 27, 2017
|
|
/s/ MARK A. POMPA
|
|
|
|
Mark A. Pompa
Executive Vice President
and Chief Financial Officer
|