4 unchanged sentences
(In thousands, except share and per share data)
+Added: September 30,
(Unaudited) December 31,
2 unchanged sentences
Accounts receivable, less allowance for credit losses of $ 22,627 and $ 18,031 , respectively
+Added: 2,181,730 1,922,096
Contract assets 245,489 171,956
29 unchanged sentences
Treasury stock, at cost 7,334,395 and 5,815,240 shares, respectively
+Added: ( 549,737 ) ( 366,490 )
Total EMCOR Group, Inc.
8 unchanged sentences
(In thousands, except per share data)(Unaudited)
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
6 unchanged sentences
and other long-lived assets — — — 232,750
−Removed: Operating income (loss) 133,358 ( 122,638 ) 250,362 ( 16,643 )
+Added: Operating income 137,421 135,855 387,783 119,212
Net periodic pension (cost) income 908 751 2,738 2,211
Interest expense, net ( 1,286 ) ( 1,484 ) ( 3,965 ) ( 6,082 )
−Removed: Income (loss) before income taxes 132,964 ( 124,030 ) 249,513 ( 19,781 )
−Removed: Income tax provision (benefit) 35,616 ( 40,341 ) 67,220 ( 11,757 )
−Removed: Net income (loss) including noncontrolling interests 97,348 ( 83,689 ) 182,293 ( 8,024 )
−Removed: Net (loss) income attributable to noncontrolling interests ( 2 ) — 169 —
−Removed: Net income (loss) attributable to EMCOR Group, Inc.
+Added: Income before income taxes 137,043 135,122 386,556 115,341
+Added: Income tax provision 37,303 73,936 104,523 62,179
+Added: Net income including noncontrolling interests 99,740 61,186 282,033 53,162
+Added: Net income attributable to noncontrolling interests — — 169 —
+Added: Net income attributable to EMCOR Group, Inc.
$ 99,740 $ 61,186 $ 281,864 $ 53,162
−Removed: Basic earnings (loss) per common share $ 1.79 $ ( 1.52 ) $ 3.34 $ ( 0.14 )
−Removed: Diluted earnings (loss) per common share $ 1.78 $ ( 1.52 ) $ 3.32 $ ( 0.14 )
+Added: Basic earnings per common share $ 1.86 $ 1.11 $ 5.19 $ 0.96
+Added: Diluted earnings per common share $ 1.85 $ 1.11 $ 5.17 $ 0.96
Dividends declared per common share $ 0.13 $ 0.08 $ 0.39 $ 0.24
2 unchanged sentences
and Subsidiaries
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)(Unaudited)
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
−Removed: Net income (loss) including noncontrolling interests $ 97,348 $ ( 83,689 ) $ 182,293 $ ( 8,024 )
−Removed: Other comprehensive income (loss), net of tax:
+Added: Net income including noncontrolling interests $ 99,740 $ 61,186 $ 282,033 $ 53,162
+Added: Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments ( 1,687 ) 2,148 ( 991 ) ( 832 )
Post retirement plans, amortization of actuarial
−Removed: loss included in net income (loss) (1)
+Added: loss included in net income (1)
800 540 2,412 1,636
−Removed: Other comprehensive income (loss) 919 550 2,308 ( 1,884 )
−Removed: Comprehensive income (loss) 98,267 ( 83,139 ) 184,601 ( 9,908 )
−Removed: Comprehensive (loss) income attributable to
+Added: Other comprehensive (loss) income ( 887 ) 2,688 1,421 804
+Added: Comprehensive income 98,853 63,874 283,454 53,966
+Added: Comprehensive income attributable to
noncontrolling interests — — 169 —
−Removed: Comprehensive income (loss) attributable to EMCOR Group, Inc.
+Added: Comprehensive income attributable to EMCOR Group, Inc.
$ 98,853 $ 63,874 $ 283,285 $ 53,966
−Removed: (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.
+Added: (1) Net of tax of $ 0.2 million for each of the three months ended September 30, 2021 and 2020, and net of tax of $ 0.6 million and $ 0.4 million for the nine months ended September 30, 2021 and 2020, respectively.
See Notes to Consolidated Financial Statements.
3 unchanged sentences
(In thousands)(Unaudited)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Cash flows - operating activities:
−Removed: Net income (loss) including noncontrolling interests $ 182,293 $ ( 8,024 )
−Removed: Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
+Added: Net income including noncontrolling interests $ 282,033 $ 53,162
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 36,088 34,881
7 unchanged sentences
Changes in operating assets and liabilities, excluding the effect of businesses acquired ( 263,609 ) 196,292
−Removed: Net cash (used in) provided by operating activities ( 6,972 ) 276,743
+Added: Net cash provided by operating activities 113,941 546,834
Cash flows - investing activities:
24 unchanged sentences
(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.
−Removed: (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.
+Added: (2) Includes $ 1.1 million and $ 1.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of September 30, 2021 and 2020, respectively.
See Notes to Consolidated Financial Statements.
2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
−Removed: For the three months ended June 30, 2020 and 2021
+Added: For the three months ended September 30, 2020 and 2021
(In thousands)(Unaudited)
4 unchanged sentences
stock Noncontrolling
−Removed: Balance, March 31, 2020 $ 2,027,594 $ 605 $ 34,745 $ ( 91,722 ) $ 2,436,305 $ ( 352,985 ) $ 646
−Removed: Net loss including noncontrolling interests ( 83,689 ) — — — ( 83,689 ) — —
+Added: Balance, June 30, 2020 $ 1,944,198 $ 605 $ 38,975 $ ( 91,172 ) $ 2,348,199 $ ( 352,985 ) $ 576
+Added: Net income including noncontrolling interests 61,186 — — — 61,186 — —
Other comprehensive income 2,688 — — 2,688 — — —
2 unchanged sentences
Common stock dividends ( 4,392 ) — 29 — ( 4,421 ) — —
−Removed: Distributions to
−Removed: noncontrolling interests ( 70 ) — — — — — ( 70 )
Share-based compensation expense 2,550 — 2,550 — — — —
+Added: Balance, September 30, 2020 $ 2,007,865 $ 605 $ 43,189 $ ( 88,484 ) $ 2,404,964 $ ( 352,985 ) $ 576
Balance, June 30, 2021 $ 2,091,177 $ 607 $ 53,204 $ ( 106,925 ) $ 2,648,109 $ ( 504,520 ) $ 702
−Removed: Balance, March 31, 2021 $ 2,120,672 $ 607 $ 48,693 $ ( 107,844 ) $ 2,557,919 $ ( 379,407 ) $ 704
−Removed: Net income (loss) including noncontrolling interests 97,348 — — — 97,350 — ( 2 )
−Removed: Other comprehensive income 919 — — 919 — — —
+Added: Net income including noncontrolling interests 99,740 — — — 99,740 — —
+Added: Other comprehensive loss ( 887 ) — — ( 887 ) — — —
Tax withholding for common stock issued under share-based compensation plans ( 249 ) — ( 249 ) — — — —
3 unchanged sentences
Share-based compensation expense 2,617 — 2,617 — — — —
−Removed: Balance, June 30, 2021 $ 2,091,177 $ 607 $ 53,204 $ ( 106,925 ) $ 2,648,109 $ ( 504,520 ) $ 702
+Added: Balance, September 30, 2021 $ 2,142,050 $ 607 $ 57,473 $ ( 107,812 ) $ 2,740,817 $ ( 549,737 ) $ 702
(1) Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
−Removed: For the six months ended June 30, 2020 and 2021
+Added: For the nine months ended September 30, 2020 and 2021
(In thousands)(Unaudited)
5 unchanged sentences
Balance, December 31, 2019 $ 2,057,780 $ 604 $ 32,274 $ ( 89,288 ) $ 2,367,481 $ ( 253,937 ) $ 646
−Removed: Net loss including noncontrolling interests ( 8,024 ) — — — ( 8,024 ) — —
−Removed: Other comprehensive loss ( 1,884 ) — — ( 1,884 ) — — —
+Added: Net income including noncontrolling interests 53,162 — — — 53,162 — —
+Added: Other comprehensive income 804 — — 804 — — —
Cumulative-effect adjustment (2)
8 unchanged sentences
Share-based compensation expense 8,510 — 8,510 — — — —
−Removed: Balance, June 30, 2020 $ 1,944,198 $ 605 $ 38,975 $ ( 91,172 ) $ 2,348,199 $ ( 352,985 ) $ 576
+Added: Balance, September 30, 2020 $ 2,007,865 $ 605 $ 43,189 $ ( 88,484 ) $ 2,404,964 $ ( 352,985 ) $ 576
Balance, December 31, 2020 $ 2,053,244 $ 606 $ 47,464 $ ( 109,233 ) $ 2,480,321 $ ( 366,490 ) $ 576
9 unchanged sentences
Share-based compensation expense 8,467 — 8,467 — — — —
−Removed: Balance, June 30, 2021 $ 2,091,177 $ 607 $ 53,204 $ ( 106,925 ) $ 2,648,109 $ ( 504,520 ) $ 702
+Added: Balance, September 30, 2021 $ 2,142,050 $ 607 $ 57,473 $ ( 107,812 ) $ 2,740,817 $ ( 549,737 ) $ 702
(1) Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
13 unchanged sentences
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.
−Removed: 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.
+Added: The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.
NOTE 2 - New Accounting Pronouncements
61 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: 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 the contract value for two projects within our United States electrical construction and facilities services segment that were completed or substantially completed in prior periods.
+Added: There were no significant amounts of revenue recognized during the three and nine months ended September 30, 2021 related to performance obligations satisfied in prior periods.
+Added: In addition, for the three and nine months ended September 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
30 unchanged sentences
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.
−Removed: 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.
−Removed: In addition, there were no significant losses recognized during the three and six months ended June 30, 2021 and 2020.
+Added: For the three and nine months ended September 30, 2021 and 2020, there were no changes in total estimated costs that had a significant impact on our operating results.
+Added: In addition, there were no significant losses recognized during the three and nine months ended September 30, 2021 and 2020.
Disaggregation of Revenues
6 unchanged sentences
NOTE 3 - Revenue from Contracts with Customers (Continued)
−Removed: 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):
−Removed: For the three months ended June 30,
+Added: 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, 2021 and 2020 (in thousands):
+Added: For the three months ended September 30,
Total 2020 % of
13 unchanged sentences
Total segment revenues $ 527,935 $ 472,084
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Total 2020 % of
18 unchanged sentences
NOTE 3 - Revenue from Contracts with Customers (Continued)
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Total 2020 % of
5 unchanged sentences
Total segment revenues $ 632,455 $ 556,514
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Total 2020 % of
4 unchanged sentences
Total United States operations $ 2,392,192 $ 2,091,639
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Total 2020 % of
4 unchanged sentences
Total operations $ 2,521,672 $ 2,201,714
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Total 2020 % of
18 unchanged sentences
NOTE 3 - Revenue from Contracts with Customers (Continued)
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Total 2020 % of
14 unchanged sentences
(1) Represents those projects which generally are completed within three months or less.
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Total 2020 % of
5 unchanged sentences
Total segment revenues $ 1,838,750 $ 1,563,107
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Total 2020 % of
4 unchanged sentences
Total United States operations $ 6,877,298 $ 6,199,998
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Total 2020 % of
15 unchanged sentences
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.
−Removed: At June 30, 2021 and December 31, 2020, our allowance for credit losses was $ 22.5 million and $ 18.0 million, respectively.
−Removed: 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.
+Added: At September 30, 2021 and December 31, 2020, our allowance for credit losses was $ 22.6 million and $ 18.0 million, respectively.
+Added: 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 during the second quarter of 2021.
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.
−Removed: The change in the allowance for credit losses for the six months ended June 30, 2021 was as follows (in thousands):
+Added: The change in the allowance for credit losses for the nine months ended September 30, 2021 was as follows (in thousands):
Balance at December 31, 2020 $ 18,031
1 unchanged sentence
Amounts written off against the allowance, net of recoveries ( 1,233 )
−Removed: Balance at June 30, 2021 $ 22,517
+Added: Balance at September 30, 2021 $ 22,627
Contract Assets and Contract Liabilities
14 unchanged sentences
NOTE 3 - Revenue from Contracts with Customers (Continued)
−Removed: Net contract liabilities consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):
+Added: Net contract liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):
+Added: September 30,
2021 December 31, 2020
4 unchanged sentences
Net contract liabilities $ ( 537,568 ) $ ( 552,579 )
−Removed: 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 $ 8.8 million and $ 24.1 million, respectively, as a result of acquisitions made by us in 2021.
+Added: Excluding the impact of acquisitions, net contract liabilities decreased by approximately $ 30.3 million during the nine months ended September 30, 2021, primarily as a result of the timing of invoicing to customers on our uncompleted construction projects, which, based on the various stages of completion, included a greater percentage of contracts that were recorded in contract asset positions.
There was no significant impairment of contract assets recognized during the periods presented.
Transaction Price Allocated to Remaining Unsatisfied Performance Obligations
−Removed: 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):
+Added: 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, 2021 (in thousands, except for percentages):
+Added: September 30,
2021 % of Total
7 unchanged sentences
Total operations $ 5,378,746 100 %
−Removed: Our remaining performance obligations at June 30, 2021 were $ 5.11 billion.
+Added: Our remaining performance obligations at September 30, 2021 were $ 5.38 billion.
Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts.
25 unchanged sentences
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.
−Removed: During the first half of 2021, we acquired three companies for total consideration of $ 57.0 million.
+Added: During the first nine months of 2021, we acquired five companies for total consideration of $ 125.4 million.
Such companies include:
−Removed: (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.
+Added: (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) two companies that provide 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) two companies, the results of operations of which have been included in our United States building services segment, consisting of:
+Added: (i) a company that provides mobile mechanical services across North Texas and (ii) a company that provides building automation and controls solutions in the Southern region of the United States.
In connection with these acquisitions, we acquired working capital of $ 23.1 million and other net liabilities of $ 1.6 million, including certain deferred tax liabilities, and have preliminarily ascribed $ 36.4 million to goodwill and $ 67.5 million to identifiable intangible assets.
4 unchanged sentences
The results of operations for all three companies have been included within our United States building services segment.
−Removed: 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.
+Added: In connection with these acquisitions, we acquired working capital of $ 3.0 million and other net liabilities of $ 3.9 million and have 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.
−Removed: 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.
+Added: The purchase price allocations for three of the businesses acquired in 2021 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.
−Removed: 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.
+Added: The purchase price allocations for the other businesses acquired in 2021 and the businesses acquired in 2020 have been finalized during their respective measurement periods with an insignificant impact.
EMCOR Group, Inc.
2 unchanged sentences
NOTE 5 - Earnings Per Share
−Removed: Calculation of Basic and Diluted Earnings (Loss) per Common Share
−Removed: 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):
+Added: Calculation of Basic and Diluted Earnings per Common Share
+Added: The following tables summarize our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three and nine months ended September 30, 2021 and 2020 (in thousands, except share and per share data):
For the three months ended
−Removed: Net income (loss) attributable to EMCOR Group, Inc.
+Added: September 30,
+Added: Net income attributable to EMCOR Group, Inc.
common stockholders $ 99,740 $ 61,186
−Removed: Weighted average shares outstanding used to compute basic earnings (loss) per common share 54,301,466 54,937,038
+Added: Weighted average shares outstanding used to compute basic earnings per common share 53,700,603 54,979,310
Effect of dilutive securities—Share-based awards 284,055 220,935
−Removed: Shares used to compute diluted earnings (loss) per common share 54,587,813 54,937,038
−Removed: Basic earnings (loss) per common share $ 1.79 $ ( 1.52 )
−Removed: Diluted earnings (loss) per common share $ 1.78 $ ( 1.52 )
−Removed: For the six months ended
−Removed: Net income (loss) attributable to EMCOR Group, Inc.
+Added: Shares used to compute diluted earnings per common share 53,984,658 55,200,245
+Added: Basic earnings per common share $ 1.86 $ 1.11
+Added: Diluted earnings per common share $ 1.85 $ 1.11
+Added: For the nine months ended
+Added: September 30,
+Added: Net income attributable to EMCOR Group, Inc.
common stockholders $ 281,864 $ 53,162
−Removed: Weighted average shares outstanding used to compute basic earnings (loss) per common share 54,594,208 55,467,799
+Added: Weighted average shares outstanding used to compute basic earnings per common share 54,290,002 55,302,385
Effect of dilutive securities—Share-based awards 269,719 207,337
−Removed: Shares used to compute diluted earnings (loss) per common share 54,856,759 55,467,799
−Removed: Basic earnings (loss) per common share $ 3.34 $ ( 0.14 )
−Removed: Diluted earnings (loss) per common share $ 3.32 $ ( 0.14 )
−Removed: 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.
−Removed: 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.
−Removed: 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 .
+Added: Shares used to compute diluted earnings per common share 54,559,721 55,509,722
+Added: Basic earnings per common share $ 5.19 $ 0.96
+Added: Diluted earnings per common share $ 5.17 $ 0.96
+Added: There were no anti-dilutive share-based awards for the three months ended September 30, 2021.
+Added: The number of outstanding share-based awards excluded from the computation of diluted EPS for the nine months ended September 30, 2021 because they would be anti-dilutive were 2,550 .
+Added: 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.
EMCOR Group, Inc.
2 unchanged sentences
NOTE 6 - Inventories
−Removed: Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2021 and December 31, 2020 (in thousands):
+Added: Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2021 and December 31, 2020 (in thousands):
+Added: September 30,
2021 December 31,
12 unchanged sentences
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.
−Removed: 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.
+Added: We did not identify any impairment indicators during the three and nine months ended September 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.
6 unchanged sentences
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.
−Removed: 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.
+Added: 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 nine months ended September 30, 2020.
We did not identify impairment indicators related to any other reporting unit that would have required an interim impairment assessment.
25 unchanged sentences
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.
−Removed: 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.
+Added: Additionally, we have not identified any impairment indicators during the three and nine months ended September 30, 2021 that would necessitate an interim impairment assessment of either our identifiable intangible assets or other long-lived assets.
EMCOR Group, Inc.
2 unchanged sentences
NOTE 8 - Debt
−Removed: Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2021 and December 31, 2020 (in thousands):
+Added: Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of September 30, 2021 and December 31, 2020 (in thousands):
+Added: September 30,
2021 December 31,
11 unchanged sentences
At the Company’s election, borrowings under the 2020 Credit Agreement bear interest at either:
−Removed: (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.
+Added: (1) a base rate plus a margin of 0.00 % to 0.75 %, based on certain financial tests, or (2) United States dollar LIBOR ( 0.08 % at September 30, 2021) plus 1.00 % to 1.75 %, based on certain financial tests.
The base rate is determined by the greater of:
−Removed: (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 %.
−Removed: The interest rate in effect at June 30, 2021 was 1.10 %.
+Added: (a) the prime commercial lending rate announced by Bank of Montreal from time to time ( 3.25 % at September 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 %.
+Added: The interest rate in effect at September 30, 2021 was 1.08 %.
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.
−Removed: The fee was 0.10 % of the unused amount as of June 30, 2021.
+Added: The fee was 0.10 % of the unused amount as of September 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.
−Removed: As of June 30, 2021 and December 31, 2020, the balance of the 2020 Term Loan was $ 270.6 million.
−Removed: As of June 30, 2021 and December 31, 2020, there were no direct borrowings outstanding under the 2020 Revolving Credit Facility;
+Added: As of September 30, 2021 and December 31, 2020, the balance of the 2020 Term Loan was $ 270.6 million.
+Added: As of September 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.
3 unchanged sentences
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.
−Removed: We were in compliance with all such covenants as of June 30, 2021 and December 31, 2020.
+Added: We were in compliance with all such covenants as of September 30, 2021 and December 31, 2020.
We are required to make annual principal payments on the 2020 Term Loan.
13 unchanged sentences
Recurring Fair Value Measurements
−Removed: 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):
−Removed: Assets at Fair Value as of June 30, 2021
+Added: The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2021 and December 31, 2020 (in thousands):
+Added: Assets at Fair Value as of September 30, 2021
Asset Category Level 1 Level 2 Level 3 Total
2 unchanged sentences
Restricted cash (2)
+Added: 1,115 — — 1,115
Deferred compensation plan assets (3)
10 unchanged sentences
(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.
−Removed: At June 30, 2021 and December 31, 2020, we had $ 366.9 million and $ 482.2 million, respectively, in money market funds.
+Added: At September 30, 2021 and December 31, 2020, we had $ 365.7 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.
14 unchanged sentences
NOTE 10 - Income Taxes
−Removed: 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):
+Added: The following table presents our income tax provision and our income tax rate for the three and nine months ended September 30, 2021 and 2020 (in thousands, except percentages):
For the three months ended
−Removed: June 30, For the six months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2021 2020 2021 2020
−Removed: Income tax provision (benefit) $ 35,616 $ ( 40,341 ) $ 67,220 $ ( 11,757 )
+Added: Income tax provision $ 37,303 $ 73,936 $ 104,523 $ 62,179
Income tax rate 27.2 % 54.7 % 27.1 % 53.9 %
The difference between the U.S.
−Removed: 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.
−Removed: As of June 30, 2021 and December 31, 2020, we had no unrecognized income tax benefits.
+Added: statutory tax rate of 21 % and our income tax rate for both the three and nine months ended September 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 nine months ended September 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.
+Added: As of September 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.
3 unchanged sentences
NOTE 11 - Common Stock
−Removed: 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.
−Removed: During the three months ended June 30, 2021 and 2020, we issued 36,044 and 60,155 shares of common stock, respectively.
−Removed: During the six months ended June 30, 2021 and 2020, we issued 127,287 and 161,850 shares of common stock, respectively.
+Added: As of September 30, 2021 and December 31, 2020, there were 53,382,560 and 54,755,900 shares of our common stock outstanding, respectively.
+Added: During the three months ended September 30, 2021 and 2020, we issued 18,528 and 24,694 shares of common stock, respectively.
+Added: During the nine months ended September 30, 2021 and 2020, we issued 145,815 and 186,544 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.
4 unchanged sentences
Since the inception of the repurchase program, the Board has authorized us to repurchase up to $ 1.15 billion of our outstanding common stock.
−Removed: During the six months ended June 30, 2021, we repurchased approximately 1.1 million shares of our common stock for approximately $ 138.0 million.
−Removed: 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.
−Removed: As of June 30, 2021, there remained authorization for us to repurchase approximately $ 107.9 million of our shares.
+Added: During the nine months ended September 30, 2021, we repurchased approximately 1.5 million shares of our common stock for approximately $ 183.2 million.
+Added: Since the inception of the repurchase program through September 30, 2021, we have repurchased approximately 19.1 million shares of our common stock for approximately $ 1.09 billion.
+Added: As of September 30, 2021, there remained authorization for us to repurchase approximately $ 62.7 million of our shares.
+Added: Subsequent to September 30, 2021, the Board authorized us to repurchase up to an additional $ 300.0 million of our outstanding common stock.
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.
8 unchanged sentences
On May 31, 2010, we curtailed the future accrual of benefits for active employees under such plan.
−Removed: We also sponsor three domestic retirement plans in which participation by new individuals is frozen.
EMCOR Group, Inc.
2 unchanged sentences
NOTE 12 - Retirement Plans (Continued)
+Added: We also sponsor three domestic retirement plans in which participation by new individuals is frozen.
+Added: Amounts related to these domestic retirement plans were immaterial for all periods presented.
Components of Net Periodic Pension Cost
−Removed: 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):
+Added: The components of net periodic pension cost (income) of the UK Plan for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):
For the three months ended
−Removed: June 30, For the six months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2021 2020 2021 2020
3 unchanged sentences
Net periodic pension cost (income) $ ( 941 ) $ ( 815 ) $ ( 2,835 ) $ ( 2,406 )
−Removed: 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
−Removed: 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.
+Added: For the nine months ended September 30, 2021, our United Kingdom subsidiary contributed approximately $ 3.6 million to the UK Plan and anticipates contributing an additional $ 1.3 million during the remainder of 2021.
NOTE 13 - Commitments and Contingencies
19 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: At September 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 $ 65.2 million and $ 48.2 million, respectively.
+Added: The estimated non-current portion of such undiscounted insurance liabilities included in “Other long-term obligations” at September 30, 2021 and December 31, 2020 were $ 241.3 million and $ 192.8 million, respectively.
+Added: The current portion of anticipated insurance recoveries of $ 28.9 million and $ 14.4 million at September 30, 2021 and December 31, 2020, respectively, were included in “Prepaid expenses and other” and the non-current portion of anticipated insurance recoveries of $ 102.2 million and $ 54.3 million at September 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.
4 unchanged sentences
Restructuring expenses
−Removed: 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.
−Removed: As of June 30, 2021, the balance of restructuring obligations yet to be paid was approximately $ 2.3 million.
+Added: No material expenses in connection with restructuring were incurred during the three and nine months ended September 30, 2021 and 2020, and no material restructuring expenses are expected to be incurred during the remainder of 2021.
+Added: As of September 30, 2021, the balance of restructuring obligations yet to be paid was approximately $ 1.0 million.
Such remaining amounts will be paid pursuant to our contractual obligations through 2022.
NOTE 14 - Additional Cash Flow Information
−Removed: The following table presents additional cash flow information for the six months ended June 30, 2021 and 2020 (in thousands):
−Removed: For the six months ended
+Added: The following table presents additional cash flow information for the nine months ended September 30, 2021 and 2020 (in thousands):
+Added: For the nine months ended
+Added: September 30,
Cash paid for:
53 unchanged sentences
NOTE 15 - Segment Information (Continued)
−Removed: 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):
+Added: The following tables present financial information for each of our reportable segments for the three and nine months ended September 30, 2021 and 2020 (in thousands):
For the three months ended
+Added: September 30,
Revenues from unrelated entities:
15 unchanged sentences
Total operations $ 2,521,672 $ 2,201,714
−Removed: For the six months ended
+Added: For the nine months ended
+Added: September 30,
Revenues from unrelated entities:
20 unchanged sentences
For the three months ended
+Added: September 30,
Operating income (loss):
6 unchanged sentences
Corporate administration ( 24,095 ) ( 24,454 )
−Removed: Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets — ( 232,750 )
+Added: Restructuring expenses — ( 536 )
Total operations 137,421 135,855
1 unchanged sentence
Interest expense, net ( 1,286 ) ( 1,484 )
−Removed: Income (loss) before income taxes $ 132,964 $ ( 124,030 )
−Removed: For the six months ended
+Added: Income before income taxes $ 137,043 $ 135,122
+Added: For the nine months ended
+Added: September 30,
Operating income (loss):
11 unchanged sentences
Interest expense, net ( 3,965 ) ( 6,082 )
−Removed: Income (loss) before income taxes $ 249,513 $ ( 19,781 )
+Added: Income before income taxes $ 386,556 $ 115,341
EMCOR Group, Inc.
2 unchanged sentences
NOTE 15 - Segment Information (Continued)
+Added: September 30,
2021 December 31,
8 unchanged sentences
Total operations $ 5,296,678 $ 5,063,840
−Removed: NOTE 16 - Subsequent Events
−Removed: In July 2021, we acquired a company for an immaterial amount.
−Removed: 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.
−Removed: 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.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.