EMCOR Group, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. EMCOR Group, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) June 30, 2021 (Unaudited) December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 668,908 $ 902,867 Accounts receivable, less allowance for credit losses of $22,517 and $18,031, respectively 2,102,735 1,922,096 Contract assets 203,353 171,956 Inventories 64,713 53,338 Prepaid expenses and other 73,645 70,679 Total current assets 3,113,354 3,120,936 Property, plant and equipment, net 155,565 158,427 Operating lease right-of-use assets 250,405 242,155 Goodwill 868,819 851,783 Identifiable intangible assets, net 587,247 582,893 Other assets 157,780 107,646 Total assets $ 5,133,170 $ 5,063,840 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt and finance lease liabilities $ 16,589 $ 16,910 Accounts payable 635,803 671,886 Contract liabilities 769,959 722,252 Accrued payroll and benefits 421,767 450,955 Other accrued expenses and liabilities 243,270 247,597 Operating lease liabilities, current 55,722 53,632 Total current liabilities 2,143,110 2,163,232 Long-term debt and finance lease liabilities 259,653 259,619 Operating lease liabilities, long-term 211,483 205,362 Other long-term obligations 427,747 382,383 Total liabilities 3,041,993 3,010,596 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, 60,698,427 and 60,571,140 shares issued, respectively 607 606 Capital surplus 53,204 47,464 Accumulated other comprehensive loss ( 106,925 ) ( 109,233 ) Retained earnings 2,648,109 2,480,321 Treasury stock, at cost 6,951,075 and 5,815,240 shares, respectively ( 504,520 ) ( 366,490 ) Total EMCOR Group, Inc. stockholders’ equity 2,090,475 2,052,668 Noncontrolling interests 702 576 Total equity 2,091,177 2,053,244 Total liabilities and equity $ 5,133,170 $ 5,063,840 See Notes to Consolidated Financial Statements. 1 Table of Contents EMCOR Group, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)(Unaudited) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Revenues $ 2,437,666 $ 2,014,021 $ 4,741,715 $ 4,313,853 Cost of sales 2,061,387 1,698,735 4,024,363 3,665,506 Gross profit 376,279 315,286 717,352 648,347 Selling, general and administrative expenses 242,921 205,174 466,990 432,171 Restructuring expenses — — — 69 Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets — 232,750 — 232,750 Operating income (loss) 133,358 ( 122,638 ) 250,362 ( 16,643 ) Net periodic pension (cost) income 922 718 1,830 1,460 Interest expense, net ( 1,316 ) ( 2,110 ) ( 2,679 ) ( 4,598 ) Income (loss) before income taxes 132,964 ( 124,030 ) 249,513 ( 19,781 ) Income tax provision (benefit) 35,616 ( 40,341 ) 67,220 ( 11,757 ) Net income (loss) including noncontrolling interests 97,348 ( 83,689 ) 182,293 ( 8,024 ) Net (loss) income attributable to noncontrolling interests ( 2 ) — 169 — Net income (loss) attributable to EMCOR Group, Inc. $ 97,350 $ ( 83,689 ) $ 182,124 $ ( 8,024 ) Basic earnings (loss) per common share $ 1.79 $ ( 1.52 ) $ 3.34 $ ( 0.14 ) Diluted earnings (loss) per common share $ 1.78 $ ( 1.52 ) $ 3.32 $ ( 0.14 ) Dividends declared per common share $ 0.13 $ 0.08 $ 0.26 $ 0.16 See Notes to Consolidated Financial Statements. 2 Table of Contents EMCOR Group, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands)(Unaudited) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net income (loss) including noncontrolling interests $ 97,348 $ ( 83,689 ) $ 182,293 $ ( 8,024 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 111 4 696 ( 2,980 ) Post retirement plans, amortization of actuarial loss included in net income (loss) (1) 808 546 1,612 1,096 Other comprehensive income (loss) 919 550 2,308 ( 1,884 ) Comprehensive income (loss) 98,267 ( 83,139 ) 184,601 ( 9,908 ) Comprehensive (loss) income attributable to noncontrolling interests ( 2 ) — 169 — Comprehensive income (loss) attributable to EMCOR Group, Inc. $ 98,269 $ ( 83,139 ) $ 184,432 $ ( 9,908 ) _________ (1) Net of tax of $ 0.2 million and $ 0.1 million for the three months ended June 30, 2021 and 2020, respectively, and net of tax of $ 0.4 million and $ 0.3 million for the six months ended June 30, 2021 and 2020, respectively. See Notes to Consolidated Financial Statements. 3 Table of Contents EMCOR Group, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)(Unaudited) Six months ended June 30, 2021 2020 Cash flows - operating activities: Net income (loss) including noncontrolling interests $ 182,293 $ ( 8,024 ) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 24,110 23,220 Amortization of identifiable intangible assets 30,996 29,404 Provision for credit losses 5,536 4,957 Deferred income taxes ( 1,355 ) ( 19,942 ) Non-cash expense for impairment of goodwill, identifiable intangible assets, and other long-lived assets — 232,750 Non-cash share-based compensation expense 5,850 5,960 Other reconciling items ( 397 ) 868 Changes in operating assets and liabilities, excluding the effect of businesses acquired ( 254,005 ) 7,550 Net cash (used in) provided by operating activities ( 6,972 ) 276,743 Cash flows - investing activities: Payments for acquisitions of businesses, net of cash acquired ( 55,846 ) ( 3,194 ) Proceeds from sale or disposal of property, plant and equipment 1,445 824 Purchases of property, plant and equipment ( 16,734 ) ( 25,951 ) Distributions from unconsolidated entities 196 — Net cash used in investing activities ( 70,939 ) ( 28,321 ) Cash flows - financing activities: Proceeds from revolving credit facility — 200,000 Repayments of revolving credit facility — ( 250,000 ) Proceeds from long-term debt — 300,000 Repayments of long-term debt and debt issuance costs — ( 257,549 ) Repayments of finance lease liabilities ( 2,228 ) ( 2,354 ) Dividends paid to stockholders ( 14,236 ) ( 8,888 ) Repurchases of common stock ( 138,030 ) ( 99,048 ) Taxes paid related to net share settlements of equity awards ( 3,771 ) ( 2,550 ) Issuances of common stock under employee stock purchase plan 3,561 3,228 Payments for contingent consideration arrangements ( 2,338 ) ( 4,070 ) Distributions to noncontrolling interests ( 43 ) ( 70 ) Net cash used in financing activities ( 157,085 ) ( 121,301 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,222 ( 4,701 ) (Decrease) increase in cash, cash equivalents, and restricted cash ( 233,774 ) 122,420 Cash, cash equivalents, and restricted cash at beginning of year (1) 903,562 359,920 Cash, cash equivalents, and restricted cash at end of period (2) $ 669,788 $ 482,340 _________ (1) Includes $ 0.7 million and $ 1.1 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively. (2) Includes $ 0.9 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of June 30, 2021 and 2020. See Notes to Consolidated Financial Statements. 4 Table of Contents EMCOR Group, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF EQUITY For the three months ended June 30, 2020 and 2021 (In thousands)(Unaudited) EMCOR Group, Inc. Stockholders Total Common stock Capital surplus Accumulated other comprehensive loss (1) Retained earnings Treasury stock Noncontrolling interests Balance, March 31, 2020 $ 2,027,594 $ 605 $ 34,745 $ ( 91,722 ) $ 2,436,305 $ ( 352,985 ) $ 646 Net loss including noncontrolling interests ( 83,689 ) — — — ( 83,689 ) — — Other comprehensive income 550 — — 550 — — — Tax withholding for common stock issued under share-based compensation plans ( 58 ) — ( 58 ) — — — — Common stock issued under employee stock purchase plan 1,590 — 1,590 — — — — Common stock dividends ( 4,388 ) — 29 — ( 4,417 ) — — Distributions to noncontrolling interests ( 70 ) — — — — — ( 70 ) Share-based compensation expense 2,669 — 2,669 — — — — Balance, June 30, 2020 $ 1,944,198 $ 605 $ 38,975 $ ( 91,172 ) $ 2,348,199 $ ( 352,985 ) $ 576 Balance, March 31, 2021 $ 2,120,672 $ 607 $ 48,693 $ ( 107,844 ) $ 2,557,919 $ ( 379,407 ) $ 704 Net income (loss) including noncontrolling interests 97,348 — — — 97,350 — ( 2 ) Other comprehensive income 919 — — 919 — — — Tax withholding for common stock issued under share-based compensation plans ( 21 ) — ( 21 ) — — — — Common stock issued under employee stock purchase plan 1,830 — 1,830 — — — — Common stock dividends ( 7,115 ) — 45 — ( 7,160 ) — — Repurchases of common stock ( 125,113 ) — — — — ( 125,113 ) — Share-based compensation expense 2,657 — 2,657 — — — — Balance, June 30, 2021 $ 2,091,177 $ 607 $ 53,204 $ ( 106,925 ) $ 2,648,109 $ ( 504,520 ) $ 702 _________ (1) Represents cumulative foreign currency translation adjustments and post retirement liability adjustments. See Notes to Consolidated Financial Statements. 5 Table of Contents EMCOR Group, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF EQUITY For the six months ended June 30, 2020 and 2021 (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, 2019 $ 2,057,780 $ 604 $ 32,274 $ ( 89,288 ) $ 2,367,481 $ ( 253,937 ) $ 646 Net loss including noncontrolling interests ( 8,024 ) — — — ( 8,024 ) — — Other comprehensive loss ( 1,884 ) — — ( 1,884 ) — — — 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 ( 2,550 ) — ( 2,550 ) — — — — Common stock issued under employee stock purchase plan 3,228 — 3,228 — — — — Common stock dividends ( 8,888 ) — 63 — ( 8,951 ) — — Repurchases of common stock ( 99,048 ) — — — — ( 99,048 ) — Distributions to noncontrolling interests ( 70 ) — — — — — ( 70 ) Share-based compensation expense 5,960 — 5,960 — — — — Balance, June 30, 2020 $ 1,944,198 $ 605 $ 38,975 $ ( 91,172 ) $ 2,348,199 $ ( 352,985 ) $ 576 Balance, December 31, 2020 $ 2,053,244 $ 606 $ 47,464 $ ( 109,233 ) $ 2,480,321 $ ( 366,490 ) $ 576 Net income including noncontrolling interests 182,293 — — — 182,124 — 169 Other comprehensive income 2,308 — — 2,308 — — — Common stock issued under share-based compensation plans 1 1 — — — — — Tax withholding for common stock issued under share-based compensation plans ( 3,771 ) — ( 3,771 ) — — — — Common stock issued under employee stock purchase plan 3,561 — 3,561 — — — — Common stock dividends ( 14,236 ) — 100 — ( 14,336 ) — — Repurchases of common stock ( 138,030 ) — — — — ( 138,030 ) — Distributions to noncontrolling interests ( 43 ) — — — — — ( 43 ) Share-based compensation expense 5,850 — 5,850 — — — — Balance, June 30, 2021 $ 2,091,177 $ 607 $ 53,204 $ ( 106,925 ) $ 2,648,109 $ ( 504,520 ) $ 702 _________ (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. 6 Table of Contents 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 (“U.S. GAAP”) 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. Our reportable segments and related disclosures reflect certain reclassifications of prior year amounts from our United States electrical construction and facilities services segment to our United States industrial services and our United States building services segments due to changes in our internal reporting structure aimed at realigning our service offerings. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. NOTE 2 - New Accounting Pronouncements On January 1, 2021, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“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 adoption of this accounting pronouncement did not have a material impact on our financial position and/or results of operations. The Company is currently evaluating the impact of an accounting standards update issued by the FASB, which provides temporary optional expedients and exceptions to existing U.S. GAAP. This guidance is aimed at easing the financial reporting burdens related to reference rate reform, including the expected market transition from LIBOR, or other interbank offered rates, to alternative reference rates. Such accounting pronouncement allows entities to account for and present certain contract modifications, which occur before December 31, 2022 and result from the transition to an alternative reference rate, as an event that does not require remeasurement at the modification date or reassessment of a previous accounting determination. While we are still evaluating the impact of this pronouncement, we do not anticipate that it will have a material impact on our financial position and/or results of operations as we are not exposed to any contracts that reference LIBOR, other than our credit agreement dated as of March 2, 2020, which contains provisions that allow for the amendment of such agreement to use alternative reference rates in the event of the discontinuation of LIBOR. 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) collectability 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 collectability 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. 7 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) (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. 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. 8 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) 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 six months ended June 30, 2021 and 2020, there were no significant amounts of revenue recognized during the period related to performance obligations satisfied in prior periods. In addition, for the three and six months ended June 30, 2021 and 2020, 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 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. 9 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) 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 six months ended June 30, 2021 and 2020, 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 six months ended June 30, 2021 and 2020. 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. 10 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) 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 six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, 2021 % of Total 2020 % of Total United States electrical construction and facilities services: Commercial market sector $ 253,774 52 % $ 212,318 52 % Institutional market sector 52,587 11 % 32,691 8 % Hospitality market sector 4,100 1 % 4,899 1 % Manufacturing market sector 51,998 10 % 55,910 13 % Healthcare market sector 25,678 5 % 16,025 4 % Transportation market sector 53,179 11 % 47,966 12 % Water and wastewater market sector 1,877 1 % 1,907 1 % Short duration projects (1) 37,484 7 % 33,507 8 % Service work 9,403 2 % 5,999 1 % 490,080 411,222 Less intersegment revenues ( 593 ) ( 834 ) Total segment revenues $ 489,487 $ 410,388 For the three months ended June 30, 2021 % of Total 2020 % of Total United States mechanical construction and facilities services: Commercial market sector $ 397,482 41 % $ 273,434 35 % Institutional market sector 71,464 7 % 99,829 13 % Hospitality market sector 11,258 1 % 9,098 1 % Manufacturing market sector 102,224 11 % 100,608 13 % Healthcare market sector 121,745 13 % 80,528 10 % Transportation market sector 20,704 2 % 19,669 2 % Water and wastewater market sector 44,702 5 % 45,606 6 % Short duration projects (1) 83,604 9 % 73,955 9 % Service work 107,240 11 % 88,684 11 % 960,423 791,411 Less intersegment revenues ( 1,737 ) ( 970 ) Total segment revenues $ 958,686 $ 790,441 ________ (1) Represents those projects which generally are completed within three months or less. 11 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) For the three months ended June 30, 2021 % of Total 2020 % of Total United States building services: Commercial site-based services $ 152,851 25 % $ 132,078 28 % Government site-based services 46,587 7 % 38,419 8 % Mobile mechanical services 398,813 64 % 289,531 60 % Energy services 26,205 4 % 18,954 4 % Total segment revenues $ 624,456 $ 478,982 For the three months ended June 30, 2021 % of Total 2020 % of Total United States industrial services: Field services $ 208,797 89 % $ 206,288 86 % Shop services 26,366 11 % 34,805 14 % Total segment revenues $ 235,163 $ 241,093 Total United States operations $ 2,307,792 $ 1,920,904 For the three months ended June 30, 2021 % of Total 2020 % of Total United Kingdom building services: Service work $ 66,572 51 % $ 51,139 55 % Project work 63,302 49 % 41,978 45 % Total segment revenues $ 129,874 $ 93,117 Total operations $ 2,437,666 $ 2,014,021 For the six months ended June 30, 2021 % of Total 2020 % of Total United States electrical construction and facilities services: Commercial market sector $ 498,757 53 % $ 452,164 52 % Institutional market sector 95,716 10 % 70,084 8 % Hospitality market sector 8,764 1 % 9,981 1 % Manufacturing market sector 100,421 10 % 122,753 14 % Healthcare market sector 45,092 5 % 35,250 4 % Transportation market sector 95,210 10 % 92,146 10 % Water and wastewater market sector 5,528 1 % 4,236 1 % Short duration projects (1) 81,284 8 % 73,777 8 % Service work 16,671 2 % 13,446 2 % 947,443 873,837 Less intersegment revenues ( 1,788 ) ( 1,646 ) Total segment revenues $ 945,655 $ 872,191 ________ (1) Represents those projects which generally are completed within three months or less. 12 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) For the six months ended June 30, 2021 % of Total 2020 % of Total United States mechanical construction and facilities services: Commercial market sector $ 764,157 41 % $ 578,124 36 % Institutional market sector 140,768 7 % 176,826 11 % Hospitality market sector 19,787 1 % 16,812 1 % Manufacturing market sector 207,651 11 % 216,190 13 % Healthcare market sector 234,530 13 % 168,587 10 % Transportation market sector 39,121 2 % 34,015 2 % Water and wastewater market sector 88,550 5 % 86,119 5 % Short duration projects (1) 172,387 9 % 171,157 11 % Service work 199,018 11 % 179,577 11 % 1,865,969 1,627,407 Less intersegment revenues ( 3,358 ) ( 2,854 ) Total segment revenues $ 1,862,611 $ 1,624,553 ________ (1) Represents those projects which generally are completed within three months or less. For the six months ended June 30, 2021 % of Total 2020 % of Total United States building services: Commercial site-based services $ 328,498 27 % $ 275,516 27 % Government site-based services 87,659 7 % 81,336 8 % Mobile mechanical services 733,763 61 % 602,450 60 % Energy services 56,375 5 % 47,291 5 % Total segment revenues $ 1,206,295 $ 1,006,593 For the six months ended June 30, 2021 % of Total 2020 % of Total United States industrial services: Field services $ 416,351 88 % $ 529,942 88 % Shop services 54,194 12 % 75,080 12 % Total segment revenues $ 470,545 $ 605,022 Total United States operations $ 4,485,106 $ 4,108,359 For the six months ended June 30, 2021 % of Total 2020 % of Total United Kingdom building services: Service work $ 128,563 50 % $ 106,245 52 % Project work 128,046 50 % 99,249 48 % Total segment revenues $ 256,609 $ 205,494 Total operations $ 4,741,715 $ 4,313,853 13 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized in the period we deliver goods and services to our customers or when our right to consideration is unconditional. The Company maintains an allowance for credit losses to reduce outstanding receivables to their net realizable value. A considerable amount of judgment is required when determining expected credit losses. Estimates of such 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. Factors relevant to our assessment 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 June 30, 2021 and December 31, 2020, our allowance for credit losses was $ 22.5 million and $ 18.0 million, respectively. The increase in our allowance for credit losses was predominantly attributable to our evaluation of a specific outstanding receivable within our United States industrial services segment. 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 six months ended June 30, 2021 was as follows (in thousands): Balance at December 31, 2020 $ 18,031 Provision for credit losses 5,536 Amounts written off against the allowance, net of recoveries ( 1,050 ) Balance at June 30, 2021 $ 22,517 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our 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 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. 14 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) Net contract liabilities consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Contract assets, current $ 203,353 $ 171,956 Contract assets, non-current — — Contract liabilities, current ( 769,959 ) ( 722,252 ) Contract liabilities, non-current ( 2,535 ) ( 2,283 ) Net contract liabilities $ ( 569,141 ) $ ( 552,579 ) The $ 16.6 million increase in net contract liabilities for the six months ended June 30, 2021 was primarily attributable to an increase in the net contract liabilities on our uncompleted construction contracts. Contract assets and contract liabilities increased by approximately $ 2.2 million and $ 5.8 million, respectively, as a result of acquisitions made by us in 2021. There was no significant impairment of contract assets recognized during the periods presented. 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 June 30, 2021 (in thousands, except for percentages): June 30, 2021 % of Total Remaining performance obligations: United States electrical construction and facilities services $ 1,171,745 23 % United States mechanical construction and facilities services 2,926,387 57 % United States building services 733,832 14 % United States industrial services 125,970 3 % Total United States operations 4,957,934 97 % United Kingdom building services 148,794 3 % Total operations $ 5,106,728 100 % Our remaining performance obligations at June 30, 2021 were $ 5.11 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 as the risk of cancellation is very low due to the inherent substantial economic penalty that our customers would incur upon cancellation or termination. We believe our reported remaining performance obligations for our construction contracts are firm and contract cancellations have not had a material adverse effect on us. 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. 15 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 3 - Revenue from Contracts with Customers (Continued) 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. 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 $ 994,558 $ 177,187 United States mechanical construction and facilities services 2,390,802 535,585 United States building services 672,324 61,508 United States industrial services 125,970 — Total United States operations 4,183,654 774,280 United Kingdom building services 118,933 29,861 Total operations $ 4,302,587 $ 804,141 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 upon the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us. During the first half of 2021, we acquired three companies for total consideration of $ 57.0 million. Such companies include: (a) a company that provides mechanical services within the Southern region of the United States, the results of operations of which have been included in our United States mechanical construction and facilities services segment, (b) a company that provides electrical construction services for a broad array of customers in the Midwestern region of the United States, the results of operations of which have been included in our United States electrical construction and facilities services segment, and (c) a company that provides mobile mechanical services across North Texas, the results of operations of which have been included in our United States building services segment. In connection with these acquisitions, we acquired working capital of $ 7.7 million and other net liabilities of $ 3.0 million, including certain deferred tax liabilities, and have preliminarily ascribed $ 16.9 million to goodwill and $ 35.4 million to identifiable intangible assets. During 2020, we acquired three companies for total consideration of $ 50.3 million. Such companies include: (a) a company that provides building automation and controls solutions within the Northeastern region of the United States, (b) a full service provider of mechanical services within the Washington, D.C. metro area, and (c) a company that provides mobile mechanical services in the Southern region of the United States. The results of operations for all three companies have been included within our United States building services segment. In connection with these acquisitions, we acquired working capital of $ 3.0 million and other net liabilities of $ 3.9 million and have preliminarily ascribed $ 13.1 million to goodwill and $ 38.1 million to identifiable intangible assets. We expect that the majority of the goodwill acquired in connection with these acquisitions will be deductible for tax purposes. The purchase price allocations for two of the businesses acquired in 2021 and one of the businesses acquired in 2020 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 other businesses acquired in 2021 and 2020 have been finalized during their respective measurement periods with an insignificant impact. 16 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 5 - Earnings Per Share Calculation of Basic and Diluted Earnings (Loss) per Common Share The following tables summarize our calculation of Basic and Diluted Earnings (Loss) per Common Share (“EPS”) for the three and six months ended June 30, 2021 and 2020 (in thousands, except share and per share data): For the three months ended June 30, 2021 2020 Numerator: Net income (loss) attributable to EMCOR Group, Inc. common stockholders $ 97,350 $ ( 83,689 ) Denominator: Weighted average shares outstanding used to compute basic earnings (loss) per common share 54,301,466 54,937,038 Effect of dilutive securities—Share-based awards 286,347 — Shares used to compute diluted earnings (loss) per common share 54,587,813 54,937,038 Basic earnings (loss) per common share $ 1.79 $ ( 1.52 ) Diluted earnings (loss) per common share $ 1.78 $ ( 1.52 ) For the six months ended June 30, 2021 2020 Numerator: Net income (loss) attributable to EMCOR Group, Inc. common stockholders $ 182,124 $ ( 8,024 ) Denominator: Weighted average shares outstanding used to compute basic earnings (loss) per common share 54,594,208 55,467,799 Effect of dilutive securities—Share-based awards 262,551 — Shares used to compute diluted earnings (loss) per common share 54,856,759 55,467,799 Basic earnings (loss) per common share $ 3.34 $ ( 0.14 ) Diluted earnings (loss) per common share $ 3.32 $ ( 0.14 ) The number of outstanding share-based awards excluded from the computation of diluted EPS for the three and six months ended June 30, 2021 because they would be anti-dilutive were 1,500 and 14,136 , respectively. The effect of 197,470 and 200,538 share-based awards has been excluded from the calculation of diluted EPS for the three and six months ended June 30, 2020, respectively, due to the net loss recognized for each period. Assuming dilution, the number of outstanding share-based awards excluded from the computation of diluted EPS for both the three and six months ended June 30, 2020 because they would be anti-dilutive were 94,355 . 17 Table of Contents 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 June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Raw materials and construction materials $ 47,861 $ 42,240 Work in process 16,852 11,098 Inventories $ 64,713 $ 53,338 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, 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. We did not identify any impairment indicators during the three and six months ended June 30, 2021 that would necessitate an interim impairment assessment of our goodwill. However, 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 and other refined products 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 during such period, including 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 such segment and concluded that a triggering event had occurred which indicated that it was more likely than not that its fair value was less than its carrying amount. Accordingly, we performed a quantitative impairment test and 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. Such weighted average cost of capital was developed with the assistance of an independent third-party valuation specialist and reflected the overall level of inherent risk within the business and the rate of return a market participant would expect to earn as of that date. Cash flow projections were derived from internal forecasts of anticipated revenue growth rates and operating margins, updated for the events discussed above, 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. Based on the outcome of our second quarter 2020 interim goodwill impairment test, we concluded 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 was included within our results of operations for the three and six months ended June 30, 2020. We did not identify impairment indicators related to any other reporting unit that would have required an interim impairment assessment. Additionally, we subsequently (as of October 1, 2020) performed our annual impairment assessment of all reporting units and determined there was no incremental impairment of goodwill. 18 Table of Contents 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 key assumptions may affect future testing results. 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. 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 indefinite-lived and therefore 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. Given the negative market conditions disclosed above, we 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. As a result of these assessments, during the quarter ended June 30, 2020, we recorded non-cash impairment charges of $ 7.3 million. We subsequently (as of October 1, 2020) performed our annual impairment assessment of all subsidiary trade names that are not subject to amortization and determined there was no incremental impairment of these assets. Additionally, we have not identified any impairment indicators during the three and six months ended June 30, 2021 that would necessitate an interim impairment assessment of either our identifiable intangible assets or other long-lived assets. 19 Table of Contents 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 June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Term loan $ 270,563 $ 270,563 Unamortized debt issuance costs ( 3,520 ) ( 4,000 ) Finance lease liabilities 9,199 9,966 Total debt 276,242 276,529 Less: current maturities 16,589 16,910 Total long-term debt $ 259,653 $ 259,619 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 ( 0.10 % at June 30, 2021) 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 June 30, 2021), (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 June 30, 2021 was 1.10 %. 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 June 30, 2021. 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 June 30, 2021 and December 31, 2020, the balance of the 2020 Term Loan was $ 270.6 million. As of June 30, 2021 and December 31, 2020, there were no direct borrowings outstanding under the 2020 Revolving Credit Facility; however, we had $ 71.3 million of letters of credit outstanding, which reduce the available capacity under such 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 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 June 30, 2021 and December 31, 2020. We are required to make annual principal payments on the 2020 Term Loan. Any voluntary prepayments are applied against the outstanding balance of the loan and reduce our future scheduled payments on a ratable basis. Based on our outstanding balance, principal payments of $ 13.9 million are due on December 31 of each year until maturity, with any remaining unpaid principal and interest due on March 2, 2025. 20 Table of Contents 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 summarize the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands): Assets at Fair Value as of June 30, 2021 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 668,908 $ — $ — $ 668,908 Restricted cash (2) 880 — — 880 Deferred compensation plan assets (3) 40,320 — — 40,320 Total $ 710,108 $ — $ — $ 710,108 Assets at Fair Value as of December 31, 2020 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 902,867 $ — $ — $ 902,867 Restricted cash (2) 695 — — 695 Deferred compensation plan assets (3) 36,491 — — 36,491 Total $ 940,053 $ — $ — $ 940,053 ________ (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 June 30, 2021 and December 31, 2020, we had $ 366.9 million and $ 482.2 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. 21 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 10 - Income Taxes The following table presents our income tax provision (benefit) and our income tax rate for the three and six months ended June 30, 2021 and 2020 (in thousands, except percentages): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Income tax provision (benefit) $ 35,616 $ ( 40,341 ) $ 67,220 $ ( 11,757 ) Income tax rate 26.8 % ( 32.5 ) % 27.0 % ( 59.4 ) % The difference between the U.S. statutory tax rate of 21 % and our income tax rate for both the three and six months ended June 30, 2021 and 2020 was primarily a result of state and local income taxes and other permanent book to tax differences, including, in the case of the three and six months ended June 30, 2020, 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 of 2020, the majority of which were non-deductible for tax purposes. As of June 30, 2021 and December 31, 2020, 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 2015 through 2019. NOTE 11 - Common Stock As of June 30, 2021 and December 31, 2020, there were 53,747,352 and 54,755,900 shares of our common stock outstanding, respectively. During the three months ended June 30, 2021 and 2020, we issued 36,044 and 60,155 shares of common stock, respectively. During the six months ended June 30, 2021 and 2020, we issued 127,287 and 161,850 shares of common stock, respectively. These shares were issued upon either the satisfaction of required conditions under our share-based compensation plans or the purchase of common stock pursuant to our employee stock purchase plan. We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $ 0.13 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 six months ended June 30, 2021, we repurchased approximately 1.1 million shares of our common stock for approximately $ 138.0 million. Since the inception of the repurchase program through June 30, 2021, we have repurchased approximately 18.7 million shares of our common stock for approximately $ 1,042.1 million. As of June 30, 2021, there remained authorization for us to repurchase approximately $ 107.9 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. NOTE 12 - Retirement Plans The funded status of our defined benefit plans, which represents the difference between the fair value of plan assets and the projected benefit obligations, is recognized in our balance sheet with a corresponding adjustment to accumulated other comprehensive income (loss). Gains and losses for the differences between actuarial assumptions and actual results, and unrecognized service costs, are recognized through accumulated other comprehensive income (loss). These amounts will be subsequently recognized as net periodic pension cost (income) within the statement of operations. 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. 22 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 12 - Retirement Plans (Continued) Components of Net Periodic Pension Cost The components of net periodic pension cost (income) of the UK Plan for the three and six months ended June 30, 2021 and 2020 were as follows (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Interest cost $ 1,350 $ 1,556 $ 2,686 $ 3,152 Expected return on plan assets ( 3,223 ) ( 2,922 ) ( 6,415 ) ( 5,919 ) Amortization of unrecognized loss 922 581 1,835 1,176 Net periodic pension cost (income) $ ( 951 ) $ ( 785 ) $ ( 1,894 ) $ ( 1,591 ) The net periodic pension cost associated with the domestic plans was approximately $ 0.1 million for each of the three and six months ended June 30, 2021 and 2020. Employer Contributions For the six months ended June 30, 2021, our United Kingdom subsidiary contributed approximately $ 2.5 million to the UK Plan and anticipates contributing an additional $ 2.5 million during the remainder of 2021. 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, which such audits may result in 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. 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. Insurance Liabilities We have loss payment deductibles for certain workers’ compensation, automobile liability, general liability, and property claims, have self-insured retentions for certain other casualty claims, and are self-insured for employee-related healthcare claims. In addition, we maintain a wholly-owned captive insurance subsidiary to manage certain of our insurance liabilities. Losses are recorded based upon estimates of our liability for claims incurred and for claims incurred but not reported. The liabilities are derived from known facts, historical trends, and industry averages, utilizing the assistance of an independent third-party actuary to determine the best estimate for the majority of these obligations. At June 30, 2021 and December 31, 2020, the estimated current portion of such undiscounted insurance liabilities, included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets, were $ 63.7 million and $ 48.2 million, respectively. The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” at June 30, 2021 and December 31, 2020 were $ 242.6 million and $ 192.8 million, respectively. The current portion of anticipated insurance recoveries of $ 28.1 million and $ 14.4 million at June 30, 2021 and December 31, 2020, respectively, were included in “Prepaid expenses and other” and the non-current portion of anticipated insurance recoveries of $ 102.0 million and $ 54.3 million at June 30, 2021 and December 31, 2020, respectively, were included in “Other assets” in the accompanying Consolidated Balance Sheets. These balances increased from December 31, 2020 as a result of revised estimates for claims on which we expect substantial coverage by insurance. 23 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 13 - Commitments and Contingencies (Continued) Restructuring expenses No material expenses in connection with restructuring were incurred during the three and six months ended June 30, 2021 and 2020, and no material restructuring expenses are expected to be incurred during the remainder of 2021. As of June 30, 2021, the balance of restructuring obligations yet to be paid was approximately $ 2.3 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 six months ended June 30, 2021 and 2020 (in thousands): For the six months ended June 30, 2021 2020 Cash paid for: Interest $ 2,634 $ 4,885 Income taxes $ 85,339 $ 10,953 Right-of-use assets obtained in exchange for new operating lease liabilities $ 32,938 $ 25,267 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,321 $ 1,496 NOTE 15 - Segment Information We have the following reportable segments: (a) United States electrical construction and facilities services (involving systems for electrical power transmission, distribution, and generation, including sustainable energy solutions such as solar, photovoltaic, and wind; premises electrical and lighting systems; process instrumentation in the refining, chemical processing, and food processing industries; low-voltage systems, such as fire alarm, security, and process control; voice and data communication, including fiber-optic and low-voltage cabling, distributed antenna systems, and audiovisual systems; roadway and transit lighting and signaling; 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 management, maintenance, and 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; indoor air quality improvement services; floor care and janitorial services; landscaping, lot sweeping, and snow removal; other building services, including reception, security, and catering; vendor management; call center services; installation and support for building systems; program development, management, and maintenance for energy systems, including services aimed at assisting our customers in reducing energy consumption; 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 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; instrumentation and electrical services for energy infrastructure; on-site repairs, maintenance, and service of heat exchangers, towers, vessels, and piping; and design, manufacturing, repair, and hydroblast cleaning of shell and tube heat exchangers and related equipment. Our reportable segments reflect certain reclassifications of prior year amounts from our United States electrical construction and facilities services segment to our United States industrial services and our United States building services segments due to changes in our internal reporting structure aimed at realigning our service offerings. 24 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 15 - Segment Information (Continued) The following tables present financial information for each of our reportable segments for the three and six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, 2021 2020 Revenues from unrelated entities: United States electrical construction and facilities services $ 489,487 $ 410,388 United States mechanical construction and facilities services 958,686 790,441 United States building services 624,456 478,982 United States industrial services 235,163 241,093 Total United States operations 2,307,792 1,920,904 United Kingdom building services 129,874 93,117 Total operations $ 2,437,666 $ 2,014,021 Total revenues: United States electrical construction and facilities services $ 490,157 $ 411,417 United States mechanical construction and facilities services 962,338 793,040 United States building services 648,512 500,018 United States industrial services 252,444 242,795 Less intersegment revenues ( 45,659 ) ( 26,366 ) Total United States operations 2,307,792 1,920,904 United Kingdom building services 129,874 93,117 Total operations $ 2,437,666 $ 2,014,021 For the six months ended June 30, 2021 2020 Revenues from unrelated entities: United States electrical construction and facilities services $ 945,655 $ 872,191 United States mechanical construction and facilities services 1,862,611 1,624,553 United States building services 1,206,295 1,006,593 United States industrial services 470,545 605,022 Total United States operations 4,485,106 4,108,359 United Kingdom building services 256,609 205,494 Total operations $ 4,741,715 $ 4,313,853 Total revenues: United States electrical construction and facilities services $ 947,690 $ 874,208 United States mechanical construction and facilities services 1,870,012 1,631,844 United States building services 1,251,247 1,042,036 United States industrial services 498,372 612,938 Less intersegment revenues ( 82,215 ) ( 52,667 ) Total United States operations 4,485,106 4,108,359 United Kingdom building services 256,609 205,494 Total operations $ 4,741,715 $ 4,313,853 25 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 15 - Segment Information (Continued) For the three months ended June 30, 2021 2020 Operating income (loss): United States electrical construction and facilities services $ 42,705 $ 31,626 United States mechanical construction and facilities services 79,259 66,937 United States building services 30,310 26,615 United States industrial services ( 208 ) 3,282 Total United States operations 152,066 128,460 United Kingdom building services 7,047 5,351 Corporate administration ( 25,755 ) ( 23,699 ) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets — ( 232,750 ) Total operations 133,358 ( 122,638 ) Other items: Net periodic pension (cost) income 922 718 Interest expense, net ( 1,316 ) ( 2,110 ) Income (loss) before income taxes $ 132,964 $ ( 124,030 ) For the six months ended June 30, 2021 2020 Operating income (loss): United States electrical construction and facilities services $ 82,969 $ 71,938 United States mechanical construction and facilities services 144,209 112,108 United States building services 59,644 47,876 United States industrial services ( 2,651 ) 18,707 Total United States operations 284,171 250,629 United Kingdom building services 16,458 11,115 Corporate administration ( 50,267 ) ( 45,568 ) Restructuring expenses — ( 69 ) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets — ( 232,750 ) Total operations 250,362 ( 16,643 ) Other items: Net periodic pension (cost) income 1,830 1,460 Interest expense, net ( 2,679 ) ( 4,598 ) Income (loss) before income taxes $ 249,513 $ ( 19,781 ) 26 Table of Contents EMCOR Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) NOTE 15 - Segment Information (Continued) June 30, 2021 December 31, 2020 Total assets: United States electrical construction and facilities services $ 737,673 $ 672,226 United States mechanical construction and facilities services 1,600,189 1,542,531 United States building services 1,131,845 1,040,160 United States industrial services 611,273 550,513 Total United States operations 4,080,980 3,805,430 United Kingdom building services 247,837 227,894 Corporate administration 804,353 1,030,516 Total operations $ 5,133,170 $ 5,063,840 NOTE 16 - Subsequent Events In July 2021, we acquired a company for an immaterial amount. This company provides mobile mechanical services in the Southern region of the United States, and the results of its operations will be included in our United States building services segment. The acquisition of this business will be accounted for by the acquisition method, and the amount paid will be allocated to its respective assets and liabilities, based upon the estimated fair values of such assets and liabilities on the date of acquisition by us. 27 Table of Contents