Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
EMCOR Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
September 30,
2020
(Unaudited) December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents $ 679,342 $ 358,818
Accounts receivable, less allowance for credit losses of $19,344 and $14,466, respectively 1,942,341 2,030,813
Contract assets 187,313 177,830
Inventories 39,253 40,446
Prepaid expenses and other 48,841 51,976
Total current assets 2,897,090 2,659,883
Property, plant and equipment, net 155,161 156,187
Operating lease right-of-use assets 236,297 245,471
Goodwill 846,908 1,063,911
Identifiable intangible assets, net 596,679 611,444
Other assets 97,850 93,462
Total assets $ 4,829,985 $ 4,830,358
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and finance lease liabilities $ 9,693 $ 18,092
Accounts payable 596,093 665,402
Contract liabilities 714,686 623,642
Accrued payroll and benefits 385,752 382,573
Other accrued expenses and liabilities 219,858 195,757
Operating lease liabilities, current 52,766 53,144
Total current liabilities 1,978,848 1,938,610
Borrowings under revolving credit facility — 50,000
Long-term debt and finance lease liabilities 272,243 244,139
Operating lease liabilities, long-term 199,967 204,950
Other long-term obligations 371,062 334,879
Total liabilities 2,822,120 2,772,578
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, 60,545,796 and 60,359,252 shares issued, respectively 605 604
Capital surplus 43,189 32,274
Accumulated other comprehensive loss ( 88,484 ) ( 89,288 )
Retained earnings 2,404,964 2,367,481
Treasury stock, at cost 5,623,176 and 4,139,421 shares, respectively ( 352,985 ) ( 253,937 )
Total EMCOR Group, Inc. stockholders’ equity 2,007,289 2,057,134
Noncontrolling interests 576 646
Total equity 2,007,865 2,057,780
Total liabilities and equity $ 4,829,985 $ 4,830,358
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)(Unaudited)
Three months ended September 30, Nine months ended September 30,
2020 2019 2020 2019
Revenues $ 2,201,714 $ 2,287,741 $ 6,515,567 $ 6,770,671
Cost of sales 1,838,530 1,951,754 5,504,036 5,779,550
Gross profit 363,184 335,987 1,011,531 991,121
Selling, general and administrative expenses 226,793 220,119 658,964 652,536
Restructuring expenses 536 119 605 567
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets — — 232,750 —
Operating income 135,855 115,749 119,212 338,018
Net periodic pension (cost) income 751 381 2,211 1,187
Interest expense, net ( 1,484 ) ( 2,678 ) ( 6,082 ) ( 8,732 )
Income before income taxes 135,122 113,452 115,341 330,473
Income tax provision 73,936 31,618 62,179 92,257
Net income $ 61,186 $ 81,834 $ 53,162 $ 238,216
Basic earnings per common share $ 1.11 $ 1.46 $ 0.96 $ 4.24
Diluted earnings per common share $ 1.11 $ 1.45 $ 0.96 $ 4.22
Dividends declared per common share $ 0.08 $ 0.08 $ 0.24 $ 0.24
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)(Unaudited)
Three months ended September 30, Nine months ended September 30,
2020 2019 2020 2019
Net income $ 61,186 $ 81,834 $ 53,162 $ 238,216
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 2,148 ( 983 ) ( 832 ) ( 1,280 )
Post retirement plans, amortization of actuarial loss included in net income (1)
540 509 1,636 1,572
Other comprehensive income (loss) 2,688 ( 474 ) 804 292
Comprehensive income $ 63,874 $ 81,360 $ 53,966 $ 238,508
_________
(1) Net of tax of $ 0.2 million and $ 0.1 million for the three months ended September 30, 2020 and 2019, respectively, and net of tax of $ 0.4 million for each of the nine months ended September 30, 2020 and 2019.
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)(Unaudited)
Nine months ended September 30,
2020 2019
Cash flows - operating activities:
Net income $ 53,162 $ 238,216
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 34,881 32,412
Amortization of identifiable intangible assets 44,765 34,500
Provision for credit losses 3,409 1,621
Deferred income taxes ( 28,104 ) ( 913 )
Excess tax benefits from share-based compensation ( 192 ) ( 601 )
Non-cash expense for impairment of goodwill, identifiable intangible assets, and other long-lived assets 232,750 —
Non-cash share-based compensation expense 8,510 8,840
Other reconciling items 1,361 3,696
Changes in operating assets and liabilities, excluding the effect of businesses acquired 196,292 ( 140,850 )
Net cash provided by operating activities 546,834 176,921
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired ( 44,930 ) ( 79,984 )
Proceeds from sale or disposal of property, plant and equipment 1,891 1,612
Purchase of property, plant and equipment ( 34,180 ) ( 35,829 )
Investments in and advances to unconsolidated entities — ( 794 )
Distributions from unconsolidated entities — 38
Net cash used in investing activities ( 77,219 ) ( 114,957 )
Cash flows - financing activities:
Proceeds from revolving credit facility 200,000 —
Repayments of revolving credit facility ( 250,000 ) ( 25,000 )
Proceeds from long-term debt 300,000 —
Repayments of long-term debt and debt issuance costs ( 280,049 ) ( 11,400 )
Repayments of finance lease liabilities ( 3,390 ) ( 3,357 )
Dividends paid to stockholders ( 13,280 ) ( 13,458 )
Repurchase of common stock ( 99,048 ) —
Taxes paid related to net share settlements of equity awards ( 2,574 ) ( 3,771 )
Issuance of common stock under employee stock purchase plan 4,887 4,501
Payments for contingent consideration arrangements ( 4,070 ) ( 3,589 )
Distributions to noncontrolling interests ( 70 ) ( 250 )
Net cash used in financing activities ( 147,594 ) ( 56,324 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 1,304 ) ( 2,047 )
Increase in cash, cash equivalents, and restricted cash 320,717 3,593
Cash, cash equivalents, and restricted cash at beginning of year (1)
359,920 366,214
Cash, cash equivalents, and restricted cash at end of period (2)
$ 680,637 $ 369,807
_________
(1) Includes $ 1.1 million and $ 2.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2019 and 2018, respectively.
(2) Includes $ 1.3 million and $ 1.7 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of September 30, 2020 and 2019, respectively.
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the three months ended September 30, 2019 and 2020
(In thousands)(Unaudited)
EMCOR Group, Inc. Stockholders
Total Common
stock Capital
surplus Accumulated other comprehensive loss (1)
Retained
earnings Treasury
stock Noncontrolling
interests
Balance, June 30, 2019 $ 1,894,831 $ 603 $ 26,640 $ ( 86,896 ) $ 2,207,775 $ ( 253,937 ) $ 646
Net income 81,834 — — — 81,834 — —
Other comprehensive loss ( 474 ) — — ( 474 ) — — —
Tax withholding for common stock issued under share-based compensation plans ( 36 ) — ( 36 ) — — — —
Common stock issued under employee stock purchase plan 1,532 — 1,532 — — — —
Common stock dividends ( 4,491 ) — 35 — ( 4,526 ) — —
Share-based compensation expense 2,615 — 2,615 — — — —
Balance, September 30, 2019 $ 1,975,811 $ 603 $ 30,786 $ ( 87,370 ) $ 2,285,083 $ ( 253,937 ) $ 646
Balance, June 30, 2020 $ 1,944,198 $ 605 $ 38,975 $ ( 91,172 ) $ 2,348,199 $ ( 352,985 ) $ 576
Net income 61,186 — — — 61,186 — —
Other comprehensive income 2,688 — — 2,688 — — —
Tax withholding for common stock issued under share-based compensation plans ( 24 ) — ( 24 ) — — — —
Common stock issued under employee stock purchase plan 1,659 — 1,659 — — — —
Common stock dividends ( 4,392 ) — 29 — ( 4,421 ) — —
Share-based compensation expense 2,550 — 2,550 — — — —
Balance, September 30, 2020 $ 2,007,865 $ 605 $ 43,189 $ ( 88,484 ) $ 2,404,964 $ ( 352,985 ) $ 576
_________
(1) Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the nine months ended September 30, 2019 and 2020
(In thousands)(Unaudited)
EMCOR Group, Inc. Stockholders
Total Common
stock Capital
surplus Accumulated other comprehensive loss (1)
Retained
earnings Treasury
stock Noncontrolling
interests
Balance, December 31, 2018 $ 1,741,441 $ 601 $ 21,103 $ ( 87,662 ) $ 2,060,440 $ ( 253,937 ) $ 896
Net income 238,216 — — — 238,216 — —
Other comprehensive income 292 — — 292 — — —
Common stock issued under share-based compensation plans — 2 ( 2 ) — — — —
Tax withholding for common stock issued under share-based compensation plans ( 3,771 ) — ( 3,771 ) — — — —
Common stock issued under employee stock purchase plan 4,501 — 4,501 — — — —
Common stock dividends ( 13,458 ) — 115 — ( 13,573 ) — —
Distributions to noncontrolling interests ( 250 ) — — — — — ( 250 )
Share-based compensation expense 8,840 — 8,840 — — — —
Balance, September 30, 2019 $ 1,975,811 $ 603 $ 30,786 $ ( 87,370 ) $ 2,285,083 $ ( 253,937 ) $ 646
Balance, December 31, 2019 $ 2,057,780 $ 604 $ 32,274 $ ( 89,288 ) $ 2,367,481 $ ( 253,937 ) $ 646
Net income 53,162 — — — 53,162 — —
Other comprehensive income 804 — — 804 — — —
Cumulative-effect adjustment (2)
( 2,307 ) — — — ( 2,307 ) — —
Common stock issued under share-based compensation plans 1 1 — — — — —
Tax withholding for common stock issued under share-based compensation plans ( 2,574 ) — ( 2,574 ) — — — —
Common stock issued under employee stock purchase plan 4,887 — 4,887 — — — —
Common stock dividends ( 13,280 ) — 92 — ( 13,372 ) — —
Repurchase of common stock ( 99,048 ) — — — — ( 99,048 ) —
Distributions to noncontrolling interests ( 70 ) — — — — — ( 70 )
Share-based compensation expense 8,510 — 8,510 — — — —
Balance, September 30, 2020 $ 2,007,865 $ 605 $ 43,189 $ ( 88,484 ) $ 2,404,964 $ ( 352,985 ) $ 576
_________
(1) Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
(2) Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic 326.
See Notes to Consolidated Financial Statements.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. References to the “Company,” “EMCOR,” “we,” “us,” “our” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission.
In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of those of a normal recurring nature) necessary to present fairly our financial position and the results of our operations.
The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.
NOTE 2 New Accounting Pronouncements
On January 1, 2020, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”), which changes the way in which entities estimate and present credit losses for most financial assets, including accounts receivable and contract assets. This pronouncement replaces the previous incurred loss model with an expected credit loss model that requires consideration of a broader range of information when estimating expected credit losses over the contractual life of an asset. This guidance requires entities to estimate expected credit losses by considering forecasts of future economic conditions in addition to information about past events and current conditions. The cumulative effect of applying the new guidance was recorded as a reduction to retained earnings in the amount of $ 2.3 million, net of deferred taxes of $ 0.9 million. Our financial position and results of operations for reporting periods beginning on or after January 1, 2020 reflect the guidance issued under this new accounting pronouncement, while prior periods continue to be reported in accordance with previous guidance and historical accounting policy.
A considerable amount of judgment is required in determining expected credit losses. Credit losses are recorded when we believe a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating. Relevant factors include our prior collection history with our customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions. In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition.
At September 30, 2020 and December 31, 2019, our allowance for credit losses was $ 19.3 million and $ 14.5 million, respectively. Due to the economic disruption caused by COVID-19, our allowance for credit losses increased based on our evaluation of: (a) specific outstanding balances and (b) forecasts of future economic conditions and the expected impact on customer collections. Allowances for credit losses are based on the best facts available and are reassessed and adjusted on a regular basis as additional information is received. Should anticipated collections fail to materialize, or if future economic conditions compare unfavorably to our forecasts, we could experience an increase in our credit losses.
The change in the allowance for credit losses for the nine months ended September 30, 2020 was as follows (in thousands):
Balance at December 31, 2019 $ 14,466
Cumulative-effect adjustment 3,150
Provision for credit losses 3,409
Amounts written off against the allowance, net of recoveries ( 1,681 )
Balance at September 30, 2020 $ 19,344
In December 2019, an accounting pronouncement was issued by the FASB that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to intraperiod tax allocations and the methodology for calculating income taxes in an interim period. The guidance also simplifies aspects of the accounting for franchise taxes as well as enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The pronouncement is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted. Certain aspects of this standard must be applied retrospectively while other aspects are to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of
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EMCOR Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 2 New Accounting Pronouncements - (Continued)
adoption. The Company intends to adopt this accounting pronouncement on January 1, 2021, and we are currently evaluating the potential impact on our financial position and/or results of operations.
NOTE 3 Revenue from Contracts with Customers
The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the following five step model:
(1) Identify the contract with a customer
A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectibility of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectibility of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer.
(2) Identify the performance obligations in the contract
At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract.
In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry.
Our contracts are often modified through change orders to account for changes in the scope and price of the goods or services we are providing. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of our change orders are for goods or services that are not distinct within the context of our original contract, and therefore, are not treated as separate performance obligations.
(3) Determine the transaction price
The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability-weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current, and estimates of future performance. The expected value method is typically utilized in situations where a contract contains a large number of possible outcomes while the most likely amount method is typically utilized in situations where a contract has only two possible outcomes.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts.
Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment of and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied.
Contract claims are another form of variable consideration which is common within our industry. Claim amounts represent revenue that has been recognized for contract modifications that are not submitted or are in dispute as to both scope and price. In estimating the transaction price for claims, the Company considers all relevant facts available. However, given the uncertainty surrounding claims, including the potential long-term nature of dispute resolution and the broad range of possible consideration amounts, there is an increased likelihood that any additional contract revenue associated with contract claims is constrained. The resolution of claims involves negotiations and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs.
For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer. For such contracts, the Company evaluates whether this timing difference represents a financing arrangement within the contract. Although rare, if a contract is determined to contain a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money when determining the transaction price of such contract. Although our customers may retain a portion of the contract price until completion of the project and final contract settlement, these retainage amounts are not considered a significant financing component as the intent of the withheld amounts is to provide the customer with assurance that we will complete our obligations under the contract rather than to provide financing to the customer. In addition, although we may be entitled to advanced payments from our customers on certain contracts, these advanced payments generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract.
Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. For the three and nine months ended September 30, 2020, we recognized revenue of $ 4.4 million and $ 6.1 million, respectively, associated with the final settlement of contract value for two projects within our United States electrical construction and facilities services segment that were completed or substantially completed in prior periods. There were no significant amounts of revenue recognized during the three and nine months ended September 30, 2019 related to performance obligations satisfied in prior periods. In addition, for the three and nine months ended September 30, 2020 and 2019, there were no significant reversals of revenue recognized associated with the revision of transaction prices.
(4) Allocate the transaction price to performance obligations in the contract
For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation.
(5) Recognize revenue as performance obligations are satisfied
The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date.
For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided.
For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the amount of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations.
For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term.
The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. For these performance obligations, we use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer. For bill-and-hold arrangements, revenue is recognized when the customer obtains control of the heat exchanger, which may be prior to shipping, if certain recognition criteria are met.
For certain of our revenue streams, such as call-out repair and service work, outage services, refinery turnarounds, and specialty welding services that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date.
Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For the three and nine months ended September 30, 2020 and 2019, there were no changes in total estimated costs that had a significant impact on our operating results. In addition, there were no significant losses recognized during the three and nine months ended September 30, 2020 and 2019.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
Disaggregation of Revenues
Our revenues are principally derived from contracts to provide construction services relating to electrical and mechanical systems, as well as to provide a number of building services and industrial services to our customers. Our contracts are with many different customers in numerous industries. Refer to Note 15 - Segment Information of the notes to consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment, as well as a more complete description of our business.
The following tables provide further disaggregation of our revenues by categories we use to evaluate our financial performance within each of our reportable segments for the three and nine months ended September 30, 2020 and 2019 (in thousands):
For the three months ended September 30,
2020 % of
Total 2019 % of
Total
United States electrical construction and facilities services:
Commercial market sector $ 253,436 50 % $ 260,871 47 %
Institutional market sector 38,135 7 % 33,702 6 %
Hospitality market sector 7,028 1 % 2,243 1 %
Manufacturing market sector 92,789 18 % 121,488 22 %
Healthcare market sector 18,876 4 % 24,701 4 %
Transportation market sector 58,765 12 % 52,744 9 %
Water and wastewater market sector 2,351 1 % 3,709 1 %
Short duration projects (1)
27,321 5 % 42,296 7 %
Service work 11,978 2 % 14,174 3 %
510,679 555,928
Less intersegment revenues ( 1,816 ) ( 1,291 )
Total segment revenues $ 508,863 $ 554,637
For the three months ended September 30,
2020 % of
Total 2019 % of
Total
United States mechanical construction and facilities services:
Commercial market sector $ 346,911 39 % $ 293,202 33 %
Institutional market sector 112,264 13 % 94,886 11 %
Hospitality market sector 12,570 1 % 6,888 1 %
Manufacturing market sector 93,919 11 % 150,199 17 %
Healthcare market sector 78,814 9 % 84,418 10 %
Transportation market sector 19,824 2 % 7,855 1 %
Water and wastewater market sector 45,255 5 % 42,637 5 %
Short duration projects (1)
84,461 9 % 91,897 10 %
Service work 99,649 11 % 100,196 12 %
893,667 872,178
Less intersegment revenues ( 2,158 ) ( 2,990 )
Total segment revenues $ 891,509 $ 869,188
________
(1) Represents those projects which generally are completed within three months or less.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
For the three months ended September 30,
2020 % of
Total 2019 % of
Total
United States building services:
Commercial site-based services $ 147,768 27 % $ 133,179 25 %
Government site-based services 44,664 8 % 42,412 8 %
Mobile mechanical services 336,320 61 % 333,696 63 %
Energy services 22,803 4 % 22,835 4 %
Total segment revenues $ 551,555 $ 532,122
For the three months ended September 30,
2020 % of
Total 2019 % of
Total
United States industrial services:
Field services $ 113,345 81 % $ 194,569 83 %
Shop services 26,367 19 % 39,597 17 %
Total segment revenues $ 139,712 $ 234,166
Total United States operations $ 2,091,639 $ 2,190,113
For the three months ended September 30,
2020 % of
Total 2019 % of
Total
United Kingdom building services:
Service work $ 55,594 51 % $ 49,098 50 %
Project work 54,481 49 % 48,530 50 %
Total segment revenues $ 110,075 $ 97,628
Total worldwide operations $ 2,201,714 $ 2,287,741
For the nine months ended September 30,
2020 % of
Total 2019 % of
Total
United States electrical construction and facilities services:
Commercial market sector $ 711,562 48 % $ 816,602 49 %
Institutional market sector 113,994 8 % 87,643 5 %
Hospitality market sector 17,009 1 % 11,930 1 %
Manufacturing market sector 297,414 20 % 338,448 20 %
Healthcare market sector 57,218 4 % 63,725 4 %
Transportation market sector 150,911 10 % 162,538 10 %
Water and wastewater market sector 6,587 1 % 14,342 1 %
Short duration projects (1)
90,218 6 % 124,152 8 %
Service work 38,467 2 % 35,439 2 %
1,483,380 1,654,819
Less intersegment revenues ( 3,407 ) ( 2,710 )
Total segment revenues $ 1,479,973 $ 1,652,109
________
(1) Represents those projects which generally are completed within three months or less.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
For the nine months ended September 30,
2020 % of
Total 2019 % of
Total
United States mechanical construction and facilities services:
Commercial market sector $ 925,035 37 % $ 874,512 36 %
Institutional market sector 289,090 12 % 232,843 9 %
Hospitality market sector 29,382 1 % 28,807 1 %
Manufacturing market sector 310,109 12 % 386,853 16 %
Healthcare market sector 247,401 10 % 220,445 9 %
Transportation market sector 53,839 2 % 22,880 1 %
Water and wastewater market sector 131,374 5 % 131,385 5 %
Short duration projects (1)
255,618 10 % 273,001 11 %
Service work 279,226 11 % 282,094 12 %
2,521,074 2,452,820
Less intersegment revenues ( 5,012 ) ( 8,137 )
Total segment revenues $ 2,516,062 $ 2,444,683
________
(1) Represents those projects which generally are completed within three months or less.
For the nine months ended September 30,
2020 % of
Total 2019 % of
Total
United States building services:
Commercial site-based services $ 423,284 27 % $ 420,078 27 %
Government site-based services 126,000 8 % 133,990 8 %
Mobile mechanical services 922,676 60 % 920,684 59 %
Energy services 70,094 5 % 93,147 6 %
Total segment revenues $ 1,542,054 $ 1,567,899
For the nine months ended September 30,
2020 % of
Total 2019 % of
Total
United States industrial services:
Field services $ 560,462 85 % $ 664,188 84 %
Shop services 101,447 15 % 124,083 16 %
Total segment revenues $ 661,909 $ 788,271
Total United States operations $ 6,199,998 $ 6,452,962
For the nine months ended September 30,
2020 % of
Total 2019 % of
Total
United Kingdom building services:
Service work $ 161,839 51 % $ 160,561 51 %
Project work 153,730 49 % 157,148 49 %
Total segment revenues $ 315,569 $ 317,709
Total worldwide operations $ 6,515,567 $ 6,770,671
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
Contract Assets and Contract Liabilities
Accounts receivable are recognized in the period when our right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables.
The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to scope and/or price, or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Consolidated Balance Sheets.
Contract liabilities from our long-term construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets.
Net contract liabilities consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands):
September 30, 2020 December 31, 2019
Contract assets, current $ 187,313 $ 177,830
Contract assets, non-current — —
Contract liabilities, current ( 714,686 ) ( 623,642 )
Contract liabilities, non-current ( 2,161 ) ( 2,142 )
Net contract liabilities $ ( 529,534 ) $ ( 447,954 )
The $ 81.6 million increase in net contract liabilities for the nine months ended September 30, 2020 was primarily attributable to an increase in net contract liabilities on our uncompleted long-term construction contracts, partially as a result of the timing of invoicing to our customers, which included advanced billings on several projects in the earlier stages of completion. Contract assets and contract liabilities increased by approximately $ 1.0 million and $ 10.9 million, respectively, as a result of acquisitions made by us in 2020. There was no significant impairment of contract assets recognized during either period presented.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
Transaction Price Allocated to Remaining Unsatisfied Performance Obligations
The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of September 30, 2020 (in thousands, except for percentages):
September 30, 2020 % of Total
Remaining performance obligations:
United States electrical construction and facilities services $ 1,062,150 23 %
United States mechanical construction and facilities services 2,633,017 58 %
United States building services 625,756 14 %
United States industrial services 75,662 2 %
Total United States operations 4,396,585 97 %
United Kingdom building services 133,566 3 %
Total worldwide operations $ 4,530,151 100 %
Our remaining performance obligations at September 30, 2020 were $ 4.53 billion. Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts. We include a project within our remaining performance obligations at such time the project is awarded and agreement on contract terms has been reached. Our remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of the total transaction price can be made.
Remaining performance obligations include unrecognized revenues to be realized from uncompleted construction contracts. Although many of our construction contracts are subject to cancellation at the election of our customers, in accordance with industry practice, we do not limit the amount of unrecognized revenue included within remaining performance obligations for these contracts due to the inherent substantial economic penalty that would be incurred by our customers upon cancellation.
Remaining performance obligations also include unrecognized revenues expected to be realized over the remaining term of service contracts. However, to the extent a service contract includes a cancellation clause which allows for the termination of such contract by either party without a substantive penalty, the remaining contract term, and therefore, the amount of unrecognized revenues included within remaining performance obligations, is limited to the notice period required for the termination.
Our remaining performance obligations are comprised of: (a) original contract amounts, (b) change orders for which we have received written confirmations from our customers, (c) pending change orders for which we expect to receive confirmations in the ordinary course of business, (d) claim amounts that we have made against customers for which we have determined we have a legal basis under existing contractual arrangements and as to which the variable consideration constraint does not apply, and (e) other forms of variable consideration to the extent that such variable consideration has been included within the transaction price of our contracts. Such claim and other variable consideration amounts were immaterial for all periods presented.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 Revenue from Contracts with Customers - (Continued)
Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands):
Within one year Greater than one year
Remaining performance obligations:
United States electrical construction and facilities services $ 849,816 $ 212,334
United States mechanical construction and facilities services 1,988,913 644,104
United States building services 595,507 30,249
United States industrial services 75,662 —
Total United States operations 3,509,898 886,687
United Kingdom building services 99,827 33,739
Total worldwide operations $ 3,609,725 $ 920,426
We believe our reported remaining performance obligations are firm and contract cancellations have not historically had a material adverse effect on us. However, the extent to which the COVID-19 pandemic may impact our remaining performance obligations remains highly uncertain and will be affected by a number of factors that are difficult to predict. These include the duration and extent of the pandemic; limitations on the ability of our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring employees to quarantine; whether there is a significant resumption of shelter-in-place orders; the near-term impact of the pandemic on broader economic activity, including on construction projects and the oil and gas and related industrial markets; our customers’ demand for our services; and any prolonged delays or shutdowns of active projects or closures of our and our customers’ offices and facilities.
NOTE 4 Acquisitions of Businesses
Acquisitions are accounted for utilizing the acquisition method of accounting and the prices paid for them are allocated to their respective assets and liabilities based on the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us.
During the first nine months of 2020, we acquired two companies for total consideration of $ 43.2 million. One company provides building automation and controls solutions within the Northeastern region of the United States, and the other company is a full service provider of mechanical services within the Washington, D.C. metro area. The results of operations for both companies have been included within our United States building services segment. In connection with these acquisitions, we acquired working capital of $ 2.4 million and other net liabilities of $ 4.0 million and have preliminarily ascribed $ 8.1 million to goodwill and $ 36.7 million to identifiable intangible assets.
On November 1, 2019, we completed the acquisition of Batchelor & Kimball, Inc. (“BKI”), a leading full service provider of mechanical construction and maintenance services. This acquisition strengthens our position and broadens our capabilities in the Southern and Southeastern regions of the United States, and its results of operations have been included within our United States mechanical construction and facilities services segment. Under the terms of the transaction, we acquired 100 % of BKI’s outstanding capital stock for total consideration of approximately $ 220.3 million. In connection with the acquisition of BKI, we acquired working capital of $ 29.8 million and other net assets of $ 4.9 million and have preliminarily ascribed $ 43.9 million to goodwill and $ 141.7 million to identifiable intangible assets. Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the future economic benefits expected from this strategic acquisition. The weighted average amortization period for the identifiable intangible assets acquired, which consist of a trade name, customer relationships, and contract backlog, is approximately 10.5 years.
In addition to BKI, during 2019, we completed six other acquisitions for total consideration of $ 85.4 million. Such companies include: (a) a company which provides electrical contracting services in central Iowa, the results of operations of which have been included within our United States electrical construction and facilities services segment, (b) a company which provides mechanical contracting services in south-central and eastern Texas, the results of operations of which have been included within our United States mechanical construction and facilities services segment, and (c) four companies within our United States building services segment which bolster our presence in geographies where we have existing operations and provide either mobile mechanical services or building automation and controls solutions. In connection with these acquisitions, we acquired working capital of $ 25.3 million and other net assets of $ 1.3 million and have ascribed $ 29.2 million to goodwill and $ 29.6 million to identifiable intangible assets.
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EMCOR Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 4 Acquisitions of Businesses - (Continued)
We expect that all of the goodwill acquired in connection with these acquisitions will be deductible for tax purposes. The purchase price allocations for the businesses acquired in 2020 and BKI are preliminary and subject to change during their respective measurement periods. As we finalize such purchase price allocations, adjustments may be recorded relating to finalization of intangible asset valuations, tax matters, or other items. Although not expected to be significant, such adjustments may result in changes in the valuation of assets and liabilities acquired. The purchase price allocations for the remaining businesses acquired in 2019 have been finalized with an insignificant impact.
NOTE 5 Earnings Per Share
Calculation of Basic and Diluted Earnings per Common Share
The following tables summarize our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three and nine months ended September 30, 2020 and 2019 (in thousands, except share and per share data):
For the three months ended
September 30,
2020 2019
Numerator:
Net income available to common stockholders $ 61,186 $ 81,834
Denominator:
Weighted average shares outstanding used to compute basic earnings per common share 54,979,310 56,216,840
Effect of dilutive securities—Share-based awards 220,935 341,610
Shares used to compute diluted earnings per common share 55,200,245 56,558,450
Basic earnings per common share $ 1.11 $ 1.46
Diluted earnings per common share $ 1.11 $ 1.45
For the nine months ended
September 30,
2020 2019
Numerator:
Net income available to common stockholders $ 53,162 $ 238,216
Denominator:
Weighted average shares outstanding used to compute basic earnings per common share 55,302,385 56,189,388
Effect of dilutive securities—Share-based awards 207,337 305,042
Shares used to compute diluted earnings per common share 55,509,722 56,494,430
Basic earnings per common share $ 0.96 $ 4.24
Diluted earnings per common share $ 0.96 $ 4.22
The number of outstanding share-based awards excluded from the computation of diluted EPS for the three and nine months ended September 30, 2020 because they would be anti-dilutive were 19,450 and 94,155 , respectively. There were no anti-dilutive share-based awards for the three and nine months ended September 30, 2019.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 6 Inventories
Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2020 and December 31, 2019 (in thousands):
September 30,
2020 December 31,
2019
Raw materials and construction materials $ 28,163 $ 31,365
Work in process 11,090 9,081
Inventories $ 39,253 $ 40,446
NOTE 7 Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets
Goodwill
In connection with our acquisition of businesses, we have recorded goodwill, which represents the excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized but instead allocated to its respective reporting unit and evaluated for impairment annually, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. We have determined that our reporting units are consistent with the reportable segments identified in Note 15 - Segment Information of the notes to consolidated financial statements.
Absent any earlier identified impairment indicators, we perform our annual goodwill impairment assessment on October 1 each fiscal year. Qualitative indicators that may trigger the need for interim quantitative impairment testing include, among others, a deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, an interim impairment test may be triggered by a significant change in business climate, a loss of a significant customer, increased competition, or a sustained decrease in share price. In assessing whether our goodwill is impaired, we compare the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, no impairment is recognized. However, if the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is impaired and an impairment loss in the amount of the excess is recognized and charged to operations.
Our operations were significantly impacted by the COVID-19 pandemic starting with the second quarter of 2020. During the same period, the demand for oil significantly deteriorated as a result of the pandemic and the corresponding preventative measures taken around the world to mitigate the spread of the virus, including various local, state, and national jurisdictional “shelter-in-place” orders. Further, other macroeconomic events, including the escalation of geopolitical tensions between the Organization of Petroleum Exporting Countries (OPEC) and Russia, resulted in a significant drop in the price of crude oil. These negative factors created significant volatility and uncertainty in the markets in which our United States industrial services segment operates, resulting in a significant decrease in the demand for our service offerings. Consequently, in the second quarter of 2020, we revised our near-term revenue and operating margin expectations for our United States industrial services segment.
As a result of such developments, we concluded that a triggering event had occurred which indicated it was more likely than not that the fair value of our United States industrial services segment was less than its carrying amount. Accordingly, during the second quarter of 2020, we performed a quantitative impairment test and determined that the carrying amount of our United States industrial services segment exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $ 225.5 million, which is included within our results of operations for the nine months ended September 30, 2020. We did not identify any impairment indicators or record any additional impairment of goodwill during the three months ended September 30, 2020.
As part of our second quarter impairment test, we determined the fair value of our United States industrial services segment using an income approach whereby fair value was calculated utilizing discounted estimated future cash flows, assuming a risk-adjusted industry weighted average cost of capital of 12.0 %. Such weighted average cost of capital was developed with the assistance of an independent third-party valuation specialist and reflects the overall level of inherent risk within the business and the rate of return a market participant would expect to earn. Cash flow projections were derived from internal forecasts of anticipated revenue growth rates and operating margins, updated for recent events, with cash flows beyond the discrete forecast period estimated using a terminal value calculation which incorporated historical and forecasted trends, an estimate of long-term growth rates, and assumptions about the future demand for our services. The perpetual growth rate utilized in the terminal value calculation was 2.0 %.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 7 Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets - (Continued)
Due to the inherent uncertainties involved in making estimates, our assumptions may change in future periods. Estimates and assumptions made for purposes of our goodwill impairment testing may prove to be inaccurate predictions of the future, and other factors used in assessing fair value, such as the weighted average cost of capital, are outside the control of management. Unfavorable changes in certain of these key assumptions may affect future testing results. For example, keeping all other assumptions constant, a 50 basis point increase in the weighted average cost of capital would cause the estimated fair value of our United States industrial services segment to decrease by approximately $ 22.9 million. In addition, keeping all other assumptions constant, a 50 basis point reduction in the perpetual growth rate would cause the estimated fair value of our United States industrial services segment to decrease by approximately $ 9.0 million. Upon completion of our second quarter goodwill impairment assessment and the recognition of the aforementioned impairment charge, the carrying value of our United States industrial services segment equals its fair value whereas the fair values of our other reporting units are substantially in excess of their carrying values. Significant adverse changes to external market conditions or our internal forecasts, if any, could result in future goodwill impairment charges. It is not possible at this time to determine if any future impairment charge will result or, if it does, whether such a charge would be material to our results of operations.
The changes in the carrying amount of goodwill by reportable segments were as follows during the nine months ended September 30, 2020 (in thousands):
United States
electrical
construction
and facilities
services segment United States
mechanical
construction
and facilities
services segment United States
building
services segment United States
industrial services segment Total
Balance at December 31, 2019 $ 142,545 $ 299,220 $ 289,158 $ 332,988 $ 1,063,911
Acquisitions and purchase price adjustments — 398 8,099 — 8,497
Impairments — — — ( 225,500 ) ( 225,500 )
Balance at September 30, 2020 $ 142,545 $ 299,618 $ 297,257 $ 107,488 $ 846,908
Identifiable Intangible Assets and Other Long-Lived Assets
Our identifiable intangible assets, arising out of the acquisition of businesses, include contract backlog, developed technology/vendor network, customer relationships, and certain subsidiary trade names, all of which are subject to amortization. In addition, our identifiable intangible assets include certain other subsidiary trade names, which are not subject to amortization.
Absent earlier indicators of impairment, we test for impairment of subsidiary trade names that are not subject to amortization on an annual basis (October 1). In performing this test, we calculate the fair value of each trade name using the “relief from royalty payments” methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each trade name and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each trade name. If the carrying amount of the trade name is greater than the implied fair value of the trade name, an impairment in the amount of the excess is recognized and charged to operations. In addition, we review for impairment of identifiable intangible assets that are being amortized as well as other long-lived assets whenever facts and circumstances indicate that their carrying values may not be fully recoverable. This test compares their carrying values to the undiscounted pre-tax cash flows expected to result from the use of the assets. If the assets are impaired, the assets are written down to their fair values, generally determined based on their discounted estimated future cash flows.
In connection with the negative market conditions disclosed above, we also evaluated certain of our identifiable intangible assets and other long-lived assets for impairment during the second quarter of 2020. Such assets included those associated with the businesses in our United States industrial services segment and certain businesses within our United States electrical construction and facilities services segment whose results are also highly dependent on the strength of the oil and gas industry. As a result of these assessments, we recorded non-cash impairment charges of $ 7.3 million, which have been included within our results of operations for the nine months ended September 30, 2020. Of this amount, $ 4.8 million related to our United States industrial services segment and was comprised of: (a) a $ 4.2 million subsidiary trade name impairment and (b) a $ 0.6 million impairment on certain other long-lived assets. The remaining $ 2.5 million represented a subsidiary trade name impairment within our United States electrical construction and facilities services segment. For the three months ended September 30, 2020, no impairment of our identifiable intangible assets or other long-lived assets was recognized.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 7 Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets - (Continued)
Identifiable intangible assets consist of the following as of September 30, 2020 and December 31, 2019 (in thousands):
September 30, 2020
Gross
Carrying
Amount Accumulated
Amortization Accumulated
Impairment
Charge Total
Contract backlog $ 72,045 $ ( 67,199 ) $ — $ 4,846
Developed technology/Vendor network 95,661 ( 63,784 ) — 31,877
Customer relationships 668,755 ( 312,437 ) ( 4,834 ) 351,484
Trade names (amortized) 31,348 ( 22,583 ) — 8,765
Trade names (unamortized) 258,640 — ( 58,933 ) 199,707
Total $ 1,126,449 $ ( 466,003 ) $ ( 63,767 ) $ 596,679
December 31, 2019
Gross
Carrying
Amount Accumulated
Amortization Accumulated
Impairment
Charge Total
Contract backlog $ 66,745 $ ( 61,651 ) $ — $ 5,094
Developed technology/Vendor network 95,661 ( 60,156 ) — 35,505
Customer relationships 644,755 ( 277,601 ) ( 4,834 ) 362,320
Trade names (amortized) 31,148 ( 21,830 ) — 9,318
Trade names (unamortized) 251,440 — ( 52,233 ) 199,207
Total $ 1,089,749 $ ( 421,238 ) $ ( 57,067 ) $ 611,444
Identifiable intangible assets are amortized on a straight-line basis, as it best approximates the pattern in which the economic benefits of those assets are consumed. Amortization expense related to identifiable intangible assets with finite lives was $ 15.4 million and $ 11.3 million for the three months ended September 30, 2020 and 2019, respectively, and $ 44.8 million and $ 34.5 million for the nine months ended September 30, 2020 and 2019, respectively.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 8 Debt
Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2020 and December 31, 2019 (in thousands):
September 30,
2020 December 31,
2019
Revolving credit facility $ — $ 50,000
Term loan 277,500 254,431
Unamortized debt issuance costs ( 4,239 ) ( 1,879 )
Finance lease liabilities 8,675 9,679
Total debt 281,936 312,231
Less: current maturities 9,693 18,092
Total long-term debt $ 272,243 $ 294,139
Credit Agreement
Until March 2, 2020, we had a credit agreement dated as of August 3, 2016 , which provided for 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”). On March 2, 2020, we amended and restated the 2016 Credit Agreement to provide for a $ 1.3 billion revolving credit facility (the “2020 Revolving Credit Facility”) and a $ 300.0 million term loan (the “2020 Term Loan”) (collectively referred to as the “2020 Credit Agreement”) expiring March 2, 2025 . We may increase the 2020 Revolving Credit Facility to $ 1.9 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $ 400.0 million of available capacity under the 2020 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries.
At the Company’s election, borrowings under the 2020 Credit Agreement bear interest at either: (1) a base rate plus a margin of 0.00 % to 0.75 %, based on certain financial tests, or (2) United States dollar LIBOR ( 0.15 % at September 30, 2020) plus 1.00 % to 1.75 %, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time ( 3.25 % at September 30, 2020), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00 %, or (d) 0.00 %. The interest rate in effect at September 30, 2020 was 1.15 %. A commitment fee is payable on the average daily unused amount of the 2020 Revolving Credit Facility, which ranges from 0.10 % to 0.25 %, based on certain financial tests. The fee was 0.10 % of the unused amount as of September 30, 2020. Fees for letters of credit issued under the 2020 Revolving Credit Facility range from 0.75 % to 1.75 % of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed based on certain financial tests.
As of September 30, 2020 and December 31, 2019, the balance of the 2020 Term Loan and the 2016 Term Loan was $ 277.5 million and $ 254.4 million, respectively. As of September 30, 2020, there were no direct borrowings outstanding under the 2020 Revolving Credit Facility; however, we had $ 78.8 million of letters of credit outstanding, which reduce the available capacity under such facility. As of December 31, 2019, we had $ 50.0 million in direct borrowings outstanding and $ 109.0 million of letters of credit outstanding under the 2016 Revolving Credit Facility. We capitalized an additional $ 3.1 million of debt issuance costs associated with the 2020 Credit Agreement. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense.
Obligations under the 2020 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2020 Credit Agreement contains various covenants providing for, among other things, the maintenance of certain financial ratios and certain limitations on the payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures. We were in compliance with all such covenants as of September 30, 2020 with respect to the 2020 Credit Agreement and, as of December 31, 2019, with respect to the 2016 Credit Agreement.
We are required to make annual principal payments on the 2020 Term Loan. On September 30, 2020, we made a voluntary prepayment of $ 22.5 million, which was applied against our scheduled payments on a ratable basis. A principal payment of $ 6.9 million is due on December 31, 2020 and principal payments of $ 13.9 million are due on December 31 of each subsequent year. All unpaid principal and interest is due on March 2, 2025.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 9 Fair Value Measurements
For disclosure purposes, we utilize a fair value hierarchy to categorize qualifying assets and liabilities into three broad levels based on the priority of the inputs used to determine their fair values. The hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs, is comprised of the following three levels:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs, other than Level 1 inputs, that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Unobservable inputs that reflect the reporting entity’s own assumptions.
Recurring Fair Value Measurements
The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands):
Assets at Fair Value as of September 30, 2020
Asset Category Level 1 Level 2 Level 3 Total
Cash and cash equivalents (1)
$ 679,342 $ — $ — $ 679,342
Restricted cash (2)
1,295 — — 1,295
Deferred compensation plan assets (3)
33,277 — — 33,277
Total $ 713,914 $ — $ — $ 713,914
Assets at Fair Value as of December 31, 2019
Asset Category Level 1 Level 2 Level 3 Total
Cash and cash equivalents (1)
$ 358,818 $ — $ — $ 358,818
Restricted cash (2)
1,102 — — 1,102
Deferred compensation plan assets (3)
30,295 — — 30,295
Total $ 390,215 $ — $ — $ 390,215
________
(1) Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At September 30, 2020 and December 31, 2019, we had $ 294.0 million and $ 164.0 million, respectively, in money market funds.
(2) Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts.
(3) Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.
Nonrecurring Fair Value Measurements
We have recorded goodwill and identifiable intangible assets in connection with our business acquisitions. Such assets are measured at fair value at the time of acquisition based on valuation techniques that appropriately represent the methods which would be used by other market participants in determining fair value. In addition, goodwill and intangible assets are tested for impairment using similar valuation methodologies to determine the fair value of such assets. Periodically, we engage an independent third-party valuation specialist to assist with the valuation process, including the selection of appropriate methodologies and the development of market-based assumptions. The inputs used for these fair value measurements represent Level 3 inputs.
Fair Value of Financial Instruments
We believe that the carrying values of our financial instruments, which include accounts receivable and other financing commitments, approximate their fair values due primarily to their short-term maturities and low risk of counterparty default. The carrying value of our debt associated with the 2020 Credit Agreement approximates its fair value due to the variable rate on such debt.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 10 Income Taxes
The following table presents our income tax provision and our effective income tax rate for the three and nine months ended September 30, 2020 and 2019 (in thousands, except percentages):
For the three months ended
September 30, For the nine months ended
September 30,
2020 2019 2020 2019
Income tax provision $ 73,936 $ 31,618 $ 62,179 $ 92,257
Effective income tax rate 54.7 % 27.9 % 53.9 % 27.9 %
Our income tax rate and income tax provision for both the three and nine months ended September 30, 2020 were impacted by the tax-effect of the $ 232.8 million of non-cash goodwill, identifiable intangible asset, and other long-lived asset impairment charges recorded during the second quarter, the majority of which is non-deductible for tax purposes. The difference between the U.S. statutory tax rate of 21 % and our effective income tax rates for the three and nine months ended September 30, 2020 was primarily related to: (a) the impact of the non-deductible impairment charges previously referenced, (b) state and local income taxes, and (c) other permanent book to tax differences.
As of September 30, 2020 and December 31, 2019, we had no unrecognized income tax benefits.
We file a consolidated federal income tax return including all of our U.S. subsidiaries with the Internal Revenue Service. We additionally file income tax returns with various state, local, and foreign tax agencies. Our income tax returns are subject to audit by various taxing authorities and are currently under examination for the years 2014 through 2018.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides for various tax relief and tax incentive measures, which are not expected to have a material impact on our results of operations. Certain provisions of the CARES Act, however, will favorably impact our liquidity throughout 2020 as they allow for the deferral of the employer’s portion of current year Social Security tax payments until 2021 and 2022.
NOTE 11 Common Stock
As of September 30, 2020 and December 31, 2019, there were 54,922,620 and 56,219,831 shares of our common stock outstanding, respectively.
During the three months ended September 30, 2020 and 2019, we issued 24,694 and 18,651 shares of common stock, respectively. During the nine months ended September 30, 2020 and 2019, we issued 186,544 and 164,112 shares of common stock, respectively. These shares were issued upon the occurrence of one of the following: (a) the satisfaction of required conditions under certain of our share-based compensation plans, (b) the purchase of common stock pursuant to our employee stock purchase plan, or (c) the exercise of stock options. We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $ 0.08 per share.
In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount of our common stock that we may repurchase under such program. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $ 1.15 billion of our outstanding common stock. During the nine months ended September 30, 2020, we repurchased approximately 1.5 million shares of our common stock for approximately $ 99.0 million. During the second and third quarters of 2020, we did not repurchase any shares of our common stock. Since the inception of the repurchase program through September 30, 2020, we have repurchased approximately 17.4 million shares of our common stock for approximately $ 890.5 million. As of September 30, 2020, there remained authorization for us to repurchase approximately $ 259.5 million of our shares. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our 2020 Credit Agreement placing limitations on such repurchases. The repurchase program has been and will be funded from our operations.
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Notes to Consolidated Financial Statements (Unaudited)
NOTE 12 Retirement Plans
Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the UK Plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under such plan. We also sponsor three domestic retirement plans in which participation by new individuals is frozen.
Components of Net Periodic Pension Cost
The components of net periodic pension cost (income) of the UK Plan for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):
For the three months ended
September 30, For the nine months ended
September 30,
2020 2019 2020 2019
Interest cost $ 1,613 $ 1,925 $ 4,765 $ 5,968
Expected return on plan assets ( 3,030 ) ( 2,941 ) ( 8,949 ) ( 9,121 )
Amortization of unrecognized loss 602 566 1,778 1,756
Net periodic pension cost (income) $ ( 815 ) $ ( 450 ) $ ( 2,406 ) $ ( 1,397 )
The net periodic pension cost associated with the domestic plans was approximately $0.1 million for each of the three months ended September 30, 2020 and 2019 and $0.2 million for each of the nine months ended September 30, 2020 and 2019.
Employer Contributions
For the nine months ended September 30, 2020, our United Kingdom subsidiary contributed approximately $ 3.4 million to the UK Plan and anticipates contributing an additional $ 1.3 million during the remainder of 2020. Contributions to the domestic plans were approximately $ 0.1 million for the nine months ended September 30, 2020.
NOTE 13 Commitments and Contingencies
Government Contracts
As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, fines, penalties and compensatory and treble damages, and possible suspension or debarment from doing business with the government. Based on currently available information, we believe the outcome of ongoing government disputes and investigations will not have a material impact on our financial position, results of operations or liquidity.
Computer System Attack
On February 15, 2020, we became aware on an infiltration and encryption of portions of our information technology network. This attack temporarily disrupted our use of the impacted systems. As part of our investigation into this incident, we engaged outside security experts, who did not identify any exfiltration of customer or employee data or any inappropriate access to our accounting or finance systems. The Company maintains insurance coverage for these types of incidents; such policies, however, may not completely provide coverage for, or completely offset the costs of, this infiltration.
Legal Proceedings
We are involved in several legal proceedings in which damages and claims have been asserted against us. We believe that we have a number of valid defenses to such proceedings and claims and intend to vigorously defend ourselves. We do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. We record a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined. We provide disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision. Significant judgment is required in these determinations. As additional information becomes available, we reassess prior determinations and may change our estimates. Additional claims may be asserted against us in the future. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance. It is possible that a litigation matter for which liabilities have not been recorded could be decided unfavorably to us, and that any such unfavorable decision could have a material adverse effect on our financial position, results of operations or liquidity.
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 13 Commitments and Contingencies - (Continued)
Restructuring expenses
The table below summarizes restructuring activity by reportable segment during the nine months ended September 30, 2020 and 2019 (in thousands):
United States
electrical
construction
and facilities
services segment United States
mechanical
construction
and facilities
services segment United States building services segment Corporate administration Total
Balance at December 31, 2018 $ 30 $ — $ 176 $ 1,424 $ 1,630
Charges — — 567 — 567
Payments ( 30 ) — ( 708 ) ( 723 ) ( 1,461 )
Balance at September 30, 2019 $ — $ — $ 35 $ 701 $ 736
Balance at December 31, 2019 $ 445 $ — $ 412 $ 701 $ 1,558
Charges 268 268 69 — 605
Payments ( 189 ) — ( 481 ) ( 355 ) ( 1,025 )
Balance at September 30, 2020 $ 524 $ 268 $ — $ 346 $ 1,138
As of September 30, 2020, the balance of restructuring obligations yet to be paid was approximately $ 1.1 million. Such remaining amounts will be paid pursuant to our contractual obligations through 2022.
NOTE 14 Additional Cash Flow Information
The following table presents additional cash flow information for the nine months ended September 30, 2020 and 2019 (in thousands):
For the nine months ended
September 30,
2020 2019
Cash paid for:
Interest $ 6,867 $ 9,891
Income taxes $ 98,094 $ 94,514
Right-of-use assets obtained in exchange for new operating lease liabilities $ 35,432 $ 57,400
Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,295 $ 4,471
NOTE 15 Segment Information
We have the following reportable segments: (a) United States electrical construction and facilities services (involving systems for electrical power transmission and distribution; premises electrical and lighting systems; process instrumentation in the refining, chemical processing, food processing, and mining industries; low-voltage systems, such as fire alarm, security, and process control; voice and data communication; roadway and transit lighting; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration, and clean-room process ventilation; fire protection; plumbing, process, and high-purity piping; controls and filtration; water and wastewater treatment; central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services. The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility maintenance and services, including reception, security, and catering services; outage services to utilities and industrial plants; military base operations support services; mobile mechanical maintenance and services, including maintenance and service of mechanical, electrical, plumbing, and building automation systems; floor care and janitorial services; landscaping, lot sweeping, and snow removal; facilities management; vendor management; call center services; installation and support for building systems; program development, management and maintenance for energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects, which
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 15 Segment Information - (Continued)
services are not generally related to customers’ construction programs. The “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services for refineries, petrochemical plants, and other customers within the oil and gas industry. Services of this segment include refinery turnaround planning and engineering; specialty welding; overhaul and maintenance of critical process units; specialty technical services; on-site repairs, maintenance and service of heat exchangers, towers, vessels, and piping; and design, manufacturing, repair, and hydro blast cleaning of shell and tube heat exchangers and related equipment.
The following tables present financial information for each of our reportable segments for the three and nine months ended September 30, 2020 and 2019 (in thousands):
For the three months ended
September 30,
2020 2019
Revenues from unrelated entities:
United States electrical construction and facilities services $ 508,863 $ 554,637
United States mechanical construction and facilities services 891,509 869,188
United States building services 551,555 532,122
United States industrial services 139,712 234,166
Total United States operations 2,091,639 2,190,113
United Kingdom building services 110,075 97,628
Total worldwide operations $ 2,201,714 $ 2,287,741
Total revenues:
United States electrical construction and facilities services $ 511,257 $ 556,088
United States mechanical construction and facilities services 896,551 877,571
United States building services 573,299 550,002
United States industrial services 143,644 247,258
Less intersegment revenues ( 33,112 ) ( 40,806 )
Total United States operations 2,091,639 2,190,113
United Kingdom building services 110,075 97,628
Total worldwide operations $ 2,201,714 $ 2,287,741
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 15 Segment Information - (Continued)
For the nine months ended
September 30,
2020 2019
Revenues from unrelated entities:
United States electrical construction and facilities services $ 1,479,973 $ 1,652,109
United States mechanical construction and facilities services 2,516,062 2,444,683
United States building services 1,542,054 1,567,899
United States industrial services 661,909 788,271
Total United States operations 6,199,998 6,452,962
United Kingdom building services 315,569 317,709
Total worldwide operations $ 6,515,567 $ 6,770,671
Total revenues:
United States electrical construction and facilities services $ 1,484,414 $ 1,655,147
United States mechanical construction and facilities services 2,528,395 2,465,287
United States building services 1,599,226 1,622,509
United States industrial services 673,742 809,510
Less intersegment revenues ( 85,779 ) ( 99,491 )
Total United States operations 6,199,998 6,452,962
United Kingdom building services 315,569 317,709
Total worldwide operations $ 6,515,567 $ 6,770,671
For the three months ended
September 30,
2020 2019
Operating income (loss):
United States electrical construction and facilities services $ 47,059 $ 33,630
United States mechanical construction and facilities services 80,048 61,213
United States building services 38,205 35,051
United States industrial services ( 9,794 ) 5,561
Total United States operations 155,518 135,455
United Kingdom building services 5,327 4,754
Corporate administration ( 24,454 ) ( 24,341 )
Restructuring expenses ( 536 ) ( 119 )
Total worldwide operations 135,855 115,749
Other corporate items:
Net periodic pension (cost) income 751 381
Interest expense, net ( 1,484 ) ( 2,678 )
Income before income taxes $ 135,122 $ 113,452
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EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 15 Segment Information - (Continued)
For the nine months ended
September 30,
2020 2019
Operating income (loss):
United States electrical construction and facilities services $ 123,146 $ 120,380
United States mechanical construction and facilities services 192,156 156,152
United States building services 85,421 90,535
United States industrial services 5,424 31,209
Total United States operations 406,147 398,276
United Kingdom building services 16,442 14,371
Corporate administration ( 70,022 ) ( 74,062 )
Restructuring expenses ( 605 ) ( 567 )
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets ( 232,750 ) —
Total worldwide operations 119,212 338,018
Other corporate items:
Net periodic pension (cost) income 2,211 1,187
Interest expense, net ( 6,082 ) ( 8,732 )
Income before income taxes $ 115,341 $ 330,473
September 30,
2020 December 31,
2019
Total assets:
United States electrical construction and facilities services $ 762,516 $ 834,802
United States mechanical construction and facilities services 1,532,550 1,536,325
United States building services 1,068,399 996,664
United States industrial services 523,627 829,793
Total United States operations 3,887,092 4,197,584
United Kingdom building services 206,916 181,147
Corporate administration 735,977 451,627
Total worldwide operations $ 4,829,985 $ 4,830,358
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.