FORM 10-Q |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
EMCOR GROUP, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware | 11-2125338 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
301 Merritt Seven Norwalk, Connecticut | 06851-1092 | |
(Address of Principal Executive Offices) | (Zip Code) |
(203) 849-7800 |
(Registrant’s Telephone Number, Including Area Code) |
N/A |
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Page No. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 2. | ||
Item 6. |
June 30, 2013 (Unaudited) | December 31, 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 530,385 | $ | 605,303 | |||
Accounts receivable, net | 1,293,160 | 1,221,956 | |||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 109,820 | 93,061 | |||||
Inventories | 44,994 | 50,512 | |||||
Prepaid expenses and other | 80,338 | 73,621 | |||||
Total current assets | 2,058,697 | 2,044,453 | |||||
Investments, notes and other long-term receivables | 4,239 | 4,959 | |||||
Property, plant and equipment, net | 113,562 | 116,631 | |||||
Goodwill | 566,709 | 566,588 | |||||
Identifiable intangible assets, net | 332,046 | 343,748 | |||||
Other assets | 30,083 | 30,691 | |||||
Total assets | $ | 3,105,336 | $ | 3,107,070 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Borrowings under revolving credit facility | $ | — | $ | — | |||
Current maturities of long-term debt and capital lease obligations | 1,812 | 1,787 | |||||
Accounts payable | 488,414 | 490,621 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 399,454 | 383,527 | |||||
Accrued payroll and benefits | 205,324 | 224,555 | |||||
Other accrued expenses and liabilities | 156,621 | 194,029 | |||||
Total current liabilities | 1,251,625 | 1,294,519 | |||||
Borrowings under revolving credit facility | 150,000 | 150,000 | |||||
Long-term debt and capital lease obligations | 3,369 | 4,112 | |||||
Other long-term obligations | 292,882 | 301,260 | |||||
Total liabilities | 1,697,876 | 1,749,891 | |||||
Equity: | |||||||
EMCOR Group, Inc. stockholders' equity: | |||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, zero issued and outstanding | — | — | |||||
Common stock, $0.01 par value, 200,000,000 shares authorized, 68,093,417 and 68,010,419 shares issued, respectively | 681 | 680 | |||||
Capital surplus | 418,054 | 416,104 | |||||
Accumulated other comprehensive loss | (79,909 | ) | (81,040 | ) | |||
Retained earnings | 1,069,353 | 1,022,239 | |||||
Treasury stock, at cost 1,016,257 and 1,046,257 shares, respectively | (11,779 | ) | (11,903 | ) | |||
Total EMCOR Group, Inc. stockholders’ equity | 1,396,400 | 1,346,080 | |||||
Noncontrolling interests | 11,060 | 11,099 | |||||
Total equity | 1,407,460 | 1,357,179 | |||||
Total liabilities and equity | $ | 3,105,336 | $ | 3,107,070 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues | $ | 1,556,753 | $ | 1,590,035 | $ | 3,125,154 | $ | 3,128,556 | |||||||
Cost of sales | 1,375,218 | 1,396,071 | 2,752,481 | 2,753,899 | |||||||||||
Gross profit | 181,535 | 193,964 | 372,673 | 374,657 | |||||||||||
Selling, general and administrative expenses | 139,623 | 137,675 | 278,133 | 272,179 | |||||||||||
Restructuring expenses | 5,813 | — | 7,176 | — | |||||||||||
Operating income | 36,099 | 56,289 | 87,364 | 102,478 | |||||||||||
Interest expense | (1,764 | ) | (1,878 | ) | (3,626 | ) | (3,653 | ) | |||||||
Interest income | 270 | 368 | 627 | 784 | |||||||||||
Income before income taxes | 34,605 | 54,779 | 84,365 | 99,609 | |||||||||||
Income tax provision | 13,131 | 20,799 | 32,173 | 37,821 | |||||||||||
Net income including noncontrolling interests | 21,474 | 33,980 | 52,192 | 61,788 | |||||||||||
Less: Net income attributable to noncontrolling interests | (460 | ) | (532 | ) | (1,011 | ) | (1,195 | ) | |||||||
Net income attributable to EMCOR Group, Inc. | $ | 21,014 | $ | 33,448 | $ | 51,181 | $ | 60,593 | |||||||
Basic earnings per common share: | |||||||||||||||
Net income attributable to EMCOR Group, Inc. common stockholders | $ | 0.31 | $ | 0.50 | $ | 0.76 | $ | 0.91 | |||||||
Diluted earnings per common share: | |||||||||||||||
Net income attributable to EMCOR Group, Inc. common stockholders | $ | 0.31 | $ | 0.49 | $ | 0.75 | $ | 0.89 | |||||||
Dividends declared per common share | $ | 0.06 | $ | 0.10 | $ | 0.06 | $ | 0.15 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income including noncontrolling interests | $ | 21,474 | $ | 33,980 | $ | 52,192 | $ | 61,788 | |||||||
Other comprehensive income, net of tax: | |||||||||||||||
Foreign currency translation adjustments | 102 | (54 | ) | 28 | (42 | ) | |||||||||
Post retirement plans, amortization of actuarial loss included in net income (1) | 549 | 531 | 1,103 | 1,047 | |||||||||||
Other comprehensive income | 651 | 477 | 1,131 | 1,005 | |||||||||||
Comprehensive income | 22,125 | 34,457 | 53,323 | 62,793 | |||||||||||
Less: Comprehensive income attributable to noncontrolling interests | (460 | ) | (532 | ) | (1,011 | ) | (1,195 | ) | |||||||
Comprehensive income attributable to EMCOR Group, Inc. | $ | 21,665 | $ | 33,925 | $ | 52,312 | $ | 61,598 |
(1) | Net of tax of $0.2 million for each of the three month periods ended June 30, 2013 and 2012, and $0.4 million for each of the six month periods ended June 30, 2013 and 2012. |
Six months ended June 30, | |||||||
2013 | 2012 | ||||||
Cash flows - operating activities: | |||||||
Net income including noncontrolling interests | $ | 52,192 | $ | 61,788 | |||
Depreciation and amortization | 16,895 | 14,768 | |||||
Amortization of identifiable intangible assets | 12,687 | 14,930 | |||||
Deferred income taxes | (436 | ) | 1,479 | ||||
Excess tax benefits from share-based compensation | (994 | ) | (5,282 | ) | |||
Equity income from unconsolidated entities | (240 | ) | (414 | ) | |||
Other non-cash items | 2,062 | 4,478 | |||||
Distributions from unconsolidated entities | 634 | 866 | |||||
Changes in operating assets and liabilities, excluding the effect of businesses acquired | (135,011 | ) | (103,175 | ) | |||
Net cash used in operating activities | (52,211 | ) | (10,562 | ) | |||
Cash flows - investing activities: | |||||||
Payments for acquisitions of businesses, net of cash acquired, and related contingent consideration arrangement | (1,050 | ) | (20,613 | ) | |||
Proceeds from sale of property, plant and equipment | 861 | 719 | |||||
Purchase of property, plant and equipment | (14,820 | ) | (19,012 | ) | |||
Purchase of short-term investments | — | (17,782 | ) | ||||
Maturity of short-term investments | 4,616 | 17,693 | |||||
Net cash used in investing activities | (10,393 | ) | (38,995 | ) | |||
Cash flows - financing activities: | |||||||
Repayments of long-term debt | (4 | ) | (37 | ) | |||
Repayments of capital lease obligations | (786 | ) | (1,310 | ) | |||
Dividends paid to stockholders | (4,027 | ) | (6,660 | ) | |||
Repurchase of common stock | (4,998 | ) | (21,189 | ) | |||
Proceeds from exercise of stock options | 1,933 | 1,909 | |||||
Payments to satisfy minimum tax withholding | (927 | ) | (733 | ) | |||
Issuance of common stock under employee stock purchase plan | 1,344 | 1,263 | |||||
Payments for contingent consideration arrangements | (537 | ) | (5,748 | ) | |||
Distributions to noncontrolling interests | (1,050 | ) | (1,000 | ) | |||
Excess tax benefits from share-based compensation | 994 | 5,282 | |||||
Net cash used in financing activities | (8,058 | ) | (28,223 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (4,256 | ) | 730 | ||||
Decrease in cash and cash equivalents | (74,918 | ) | (77,050 | ) | |||
Cash and cash equivalents at beginning of year | 605,303 | 511,322 | |||||
Cash and cash equivalents at end of period | $ | 530,385 | $ | 434,272 | |||
Supplemental cash flow information: | |||||||
Cash paid for: | |||||||
Interest | $ | 2,730 | $ | 2,545 | |||
Income taxes | $ | 68,147 | $ | 47,071 | |||
Non-cash financing activities: | |||||||
Assets acquired under capital lease obligations | $ | 352 | $ | 1,021 | |||
Common stock dividends declared | $ | — | $ | 3,358 |
EMCOR Group, Inc. Stockholders | |||||||||||||||||||||||||||
Total | Common stock | Capital surplus | Accumulated other comprehensive (loss) income (1) | Retained earnings | Treasury stock | Noncontrolling interests | |||||||||||||||||||||
Balance, January 1, 2012 | $ | 1,245,131 | $ | 681 | $ | 417,136 | $ | (78,649 | ) | $ | 910,042 | $ | (14,476 | ) | $ | 10,397 | |||||||||||
Net income including noncontrolling interests | 61,788 | — | — | — | 60,593 | — | 1,195 | ||||||||||||||||||||
Other comprehensive income | 1,005 | — | — | 1,005 | — | — | — | ||||||||||||||||||||
Common stock issued under share-based compensation plans (2) | 7,650 | 6 | 6,012 | — | — | 1,632 | — | ||||||||||||||||||||
Common stock issued under employee stock purchase plan | 1,263 | — | 1,263 | — | — | — | — | ||||||||||||||||||||
Common stock dividends | (10,018 | ) | — | 60 | — | (10,078 | ) | — | — | ||||||||||||||||||
Repurchase of common stock | (21,189 | ) | (8 | ) | (21,181 | ) | — | — | — | — | |||||||||||||||||
Distributions to noncontrolling interests | (1,000 | ) | — | — | — | — | — | (1,000 | ) | ||||||||||||||||||
Share-based compensation expense | 3,782 | — | 3,782 | — | — | — | — | ||||||||||||||||||||
Balance, June 30, 2012 | $ | 1,288,412 | $ | 679 | $ | 407,072 | $ | (77,644 | ) | $ | 960,557 | $ | (12,844 | ) | $ | 10,592 | |||||||||||
Balance, January 1, 2013 | $ | 1,357,179 | $ | 680 | $ | 416,104 | $ | (81,040 | ) | $ | 1,022,239 | $ | (11,903 | ) | $ | 11,099 | |||||||||||
Net income including noncontrolling interests | 52,192 | — | — | — | 51,181 | — | 1,011 | ||||||||||||||||||||
Other comprehensive income | 1,131 | — | — | 1,131 | — | — | — | ||||||||||||||||||||
Common stock issued under share-based compensation plans (2) | 1,975 | 2 | 1,849 | — | — | 124 | — | ||||||||||||||||||||
Common stock issued under employee stock purchase plan | 1,344 | — | 1,344 | — | — | — | — | ||||||||||||||||||||
Common stock dividends | (4,027 | ) | — | 40 | — | (4,067 | ) | — | — | ||||||||||||||||||
Repurchase of common stock | (4,998 | ) | (1 | ) | (4,997 | ) | — | — | — | — | |||||||||||||||||
Distributions to noncontrolling interests | (1,050 | ) | — | — | — | — | — | (1,050 | ) | ||||||||||||||||||
Share-based compensation expense | 3,714 | — | 3,714 | — | — | — | — | ||||||||||||||||||||
Balance, June 30, 2013 | $ | 1,407,460 | $ | 681 | $ | 418,054 | $ | (79,909 | ) | $ | 1,069,353 | $ | (11,779 | ) | $ | 11,060 |
(1) | Represents cumulative foreign currency translation adjustments and post retirement liability adjustments. |
(2) | Includes the tax benefit associated with share-based compensation of $1.0 million and $6.5 million for the six months ended June 30, 2013 and 2012, respectively. |
For the three months ended June 30, | |||||||
2013 | 2012 | ||||||
Numerator: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 21,014 | $ | 33,448 | |||
Denominator: | |||||||
Weighted average shares outstanding used to compute basic earnings per common share | 67,095,447 | 66,749,115 | |||||
Effect of dilutive securities—Share-based awards | 1,000,130 | 946,421 | |||||
Shares used to compute diluted earnings per common share | 68,095,577 | 67,695,536 | |||||
Basic earnings per common share: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 0.31 | $ | 0.50 | |||
Diluted earnings per share: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 0.31 | $ | 0.49 |
For the six months ended June 30, | |||||||
2013 | 2012 | ||||||
Numerator: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 51,181 | $ | 60,593 | |||
Denominator: | |||||||
Weighted average shares outstanding used to compute basic earnings per common share | 67,102,530 | 66,717,873 | |||||
Effect of dilutive securities—Share-based awards | 994,459 | 1,103,341 | |||||
Shares used to compute diluted earnings per common share | 68,096,989 | 67,821,214 | |||||
Basic earnings per common share: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 0.76 | $ | 0.91 | |||
Diluted earnings per share: | |||||||
Net income attributable to EMCOR Group, Inc. available to common stockholders | $ | 0.75 | $ | 0.89 |
June 30, 2013 | December 31, 2012 | ||||||
Raw materials and construction materials | $ | 19,478 | $ | 20,994 | |||
Work in process | 25,516 | 29,518 | |||||
$ | 44,994 | $ | 50,512 |
June 30, 2013 | December 31, 2012 | ||||||
2011 Revolving Credit Facility | $ | 150,000 | $ | 150,000 | |||
Capitalized lease obligations | 5,166 | 5,881 | |||||
Other | 15 | 18 | |||||
155,181 | 155,899 | ||||||
Less: current maturities | 1,812 | 1,787 | |||||
$ | 153,369 | $ | 154,112 |
Assets at Fair Value as of June 30, 2013 | |||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||
Cash and cash equivalents (1) | $ | 530,385 | — | — | $ | 530,385 | |||||||
Restricted cash (2) | 8,182 | — | — | 8,182 | |||||||||
Short-term investments (2) | — | — | — | — | |||||||||
Total | $ | 538,567 | — | — | $ | 538,567 |
Assets at Fair Value as of December 31, 2012 | |||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||
Cash and cash equivalents (1) | $ | 605,303 | — | — | $ | 605,303 | |||||||
Restricted cash (2) | 6,281 | — | — | 6,281 | |||||||||
Short-term investments (2) | 4,879 | — | — | 4,879 | |||||||||
Total | $ | 616,463 | — | — | $ | 616,463 |
(1) | Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, which are Level 1 assets. At June 30, 2013 and December 31, 2012, we had $146.9 million and $407.4 million, respectively, in money market funds. |
(2) | Restricted cash and short-term investments with original maturities greater than three months are classified as “Prepaid expenses and other” on our Condensed Consolidated Balance Sheets. |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Interest cost | $ | 3,033 | $ | 3,114 | $ | 6,103 | $ | 6,221 | |||||||
Expected return on plan assets | (3,536 | ) | (3,264 | ) | (7,115 | ) | (6,521 | ) | |||||||
Amortization of unrecognized loss | 631 | 609 | 1,269 | 1,217 | |||||||||||
Net periodic pension cost | $ | 128 | $ | 459 | $ | 257 | $ | 917 |
For the three months ended June 30, | |||||||
2013 | 2012 | ||||||
Revenues from unrelated entities: | |||||||
United States electrical construction and facilities services | $ | 336,330 | $ | 295,846 | |||
United States mechanical construction and facilities services | 583,963 | 626,617 | |||||
United States facilities services | 527,394 | 527,733 | |||||
Total United States operations | 1,447,687 | 1,450,196 | |||||
United Kingdom construction and facilities services | 109,066 | 139,839 | |||||
Total worldwide operations | $ | 1,556,753 | $ | 1,590,035 | |||
Total revenues: | |||||||
United States electrical construction and facilities services | $ | 343,335 | $ | 305,553 | |||
United States mechanical construction and facilities services | 598,847 | 631,850 | |||||
United States facilities services | 541,650 | 531,984 | |||||
Less intersegment revenues | (36,145 | ) | (19,191 | ) | |||
Total United States operations | 1,447,687 | 1,450,196 | |||||
United Kingdom construction and facilities services | 109,066 | 139,839 | |||||
Total worldwide operations | $ | 1,556,753 | $ | 1,590,035 |
For the six months ended June 30, | |||||||
2013 | 2012 | ||||||
Revenues from unrelated entities: | |||||||
United States electrical construction and facilities services | $ | 643,914 | $ | 586,383 | |||
United States mechanical construction and facilities services | 1,125,080 | 1,200,820 | |||||
United States facilities services | 1,128,094 | 1,060,623 | |||||
Total United States operations | 2,897,088 | 2,847,826 | |||||
United Kingdom construction and facilities services | 228,066 | 280,730 | |||||
Total worldwide operations | $ | 3,125,154 | $ | 3,128,556 | |||
Total revenues: | |||||||
United States electrical construction and facilities services | $ | 653,110 | $ | 600,361 | |||
United States mechanical construction and facilities services | 1,150,631 | 1,209,416 | |||||
United States facilities services | 1,150,101 | 1,071,737 | |||||
Less intersegment revenues | (56,754 | ) | (33,688 | ) | |||
Total United States operations | 2,897,088 | 2,847,826 | |||||
United Kingdom construction and facilities services | 228,066 | 280,730 | |||||
Total worldwide operations | $ | 3,125,154 | $ | 3,128,556 |
For the three months ended June 30, | |||||||
2013 | 2012 | ||||||
Operating income (loss): | |||||||
United States electrical construction and facilities services | $ | 25,236 | $ | 22,409 | |||
United States mechanical construction and facilities services | 18,248 | 29,506 | |||||
United States facilities services | 20,028 | 16,022 | |||||
Total United States operations | 63,512 | 67,937 | |||||
United Kingdom construction and facilities services | (4,537 | ) | 3,962 | ||||
Corporate administration | (17,063 | ) | (15,610 | ) | |||
Restructuring expenses | (5,813 | ) | — | ||||
Total worldwide operations | 36,099 | 56,289 | |||||
Other corporate items: | |||||||
Interest expense | (1,764 | ) | (1,878 | ) | |||
Interest income | 270 | 368 | |||||
Income before income taxes | $ | 34,605 | $ | 54,779 |
For the six months ended June 30, | |||||||
2013 | 2012 | ||||||
Operating income (loss): | |||||||
United States electrical construction and facilities services | $ | 44,176 | $ | 45,975 | |||
United States mechanical construction and facilities services | 29,388 | 52,329 | |||||
United States facilities services | 55,655 | 27,451 | |||||
Total United States operations | 129,219 | 125,755 | |||||
United Kingdom construction and facilities services | (3,258 | ) | 7,444 | ||||
Corporate administration | (31,421 | ) | (30,721 | ) | |||
Restructuring expenses | (7,176 | ) | — | ||||
Total worldwide operations | 87,364 | 102,478 | |||||
Other corporate items: | |||||||
Interest expense | (3,626 | ) | (3,653 | ) | |||
Interest income | 627 | 784 | |||||
Income before income taxes | $ | 84,365 | $ | 99,609 |
June 30, 2013 | December 31, 2012 | ||||||
Total assets: | |||||||
United States electrical construction and facilities services | $ | 336,221 | $ | 283,997 | |||
United States mechanical construction and facilities services | 821,900 | 785,286 | |||||
United States facilities services | 1,170,654 | 1,200,288 | |||||
Total United States operations | 2,328,775 | 2,269,571 | |||||
United Kingdom construction and facilities services | 183,425 | 214,455 | |||||
Corporate administration | 593,136 | 623,044 | |||||
Total worldwide operations | $ | 3,105,336 | $ | 3,107,070 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
For the three months ended June 30, | |||||||
2013 | 2012 | ||||||
Revenues | $ | 1,556,753 | $ | 1,590,035 | |||
Revenues (decrease) increase from prior year | (2.1 | )% | 18.0 | % | |||
Operating income | $ | 36,099 | $ | 56,289 | |||
Operating income as a percentage of revenues | 2.3 | % | 3.5 | % | |||
Restructuring expenses | $ | 5,813 | $ | — | |||
Net income attributable to EMCOR Group, Inc. | $ | 21,014 | $ | 33,448 | |||
Diluted earnings per common share from continuing operations | $ | 0.31 | $ | 0.49 |
For the three months ended June 30, | |||||||||||||
2013 | % of Total | 2012 | % of Total | ||||||||||
Revenues: | |||||||||||||
United States electrical construction and facilities services | $ | 336,330 | 22 | % | $ | 295,846 | 19 | % | |||||
United States mechanical construction and facilities services | 583,963 | 38 | % | 626,617 | 39 | % | |||||||
United States facilities services | 527,394 | 34 | % | 527,733 | 33 | % | |||||||
Total United States operations | 1,447,687 | 93 | % | 1,450,196 | 91 | % | |||||||
United Kingdom construction and facilities services | 109,066 | 7 | % | 139,839 | 9 | % | |||||||
Total worldwide operations | $ | 1,556,753 | 100 | % | $ | 1,590,035 | 100 | % |
For the six months ended June 30, | |||||||||||||
2013 | % of Total | 2012 | % of Total | ||||||||||
Revenues: | |||||||||||||
United States electrical construction and facilities services | $ | 643,914 | 21 | % | $ | 586,383 | 19 | % | |||||
United States mechanical construction and facilities services | 1,125,080 | 36 | % | 1,200,820 | 38 | % | |||||||
United States facilities services | 1,128,094 | 36 | % | 1,060,623 | 34 | % | |||||||
Total United States operations | 2,897,088 | 93 | % | 2,847,826 | 91 | % | |||||||
United Kingdom construction and facilities services | 228,066 | 7 | % | 280,730 | 9 | % | |||||||
Total worldwide operations | $ | 3,125,154 | 100 | % | $ | 3,128,556 | 100 | % |
June 30, 2013 | % of Total | December 31, 2012 | % of Total | June 30, 2012 | % of Total | |||||||||||||||
Backlog: | ||||||||||||||||||||
United States electrical construction and facilities services | $ | 963,033 | 27 | % | $ | 831,910 | 25 | % | $ | 821,911 | 25 | % | ||||||||
United States mechanical construction and facilities services | 1,449,606 | 41 | % | 1,357,892 | 40 | % | 1,265,264 | 39 | % | |||||||||||
United States facilities services | 909,067 | 26 | % | 941,414 | 28 | % | 949,168 | 29 | % | |||||||||||
Total United States operations | 3,321,706 | 95 | % | 3,131,216 | 93 | % | 3,036,343 | 92 | % | |||||||||||
United Kingdom construction and facilities services | 189,451 | 5 | % | 243,169 | 7 | % | 247,644 | 8 | % | |||||||||||
Total worldwide operations | $ | 3,511,157 | 100 | % | $ | 3,374,385 | 100 | % | $ | 3,283,987 | 100 | % |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Cost of sales | $ | 1,375,218 | $ | 1,396,071 | $ | 2,752,481 | $ | 2,753,899 | |||||||
Gross profit | $ | 181,535 | $ | 193,964 | $ | 372,673 | $ | 374,657 | |||||||
Gross profit, as a percentage of revenues | 11.7 | % | 12.2 | % | 11.9 | % | 12.0 | % |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Selling, general and administrative expenses | $ | 139,623 | $ | 137,675 | $ | 278,133 | $ | 272,179 | |||||||
Selling, general and administrative expenses, as a percentage of revenues | 9.0 | % | 8.7 | % | 8.9 | % | 8.7 | % |
For the three months ended June 30, | |||||||||||||
2013 | % of Segment Revenues | 2012 | % of Segment Revenues | ||||||||||
Operating income (loss): | |||||||||||||
United States electrical construction and facilities services | $ | 25,236 | 7.5 | % | $ | 22,409 | 7.6 | % | |||||
United States mechanical construction and facilities services | 18,248 | 3.1 | % | 29,506 | 4.7 | % | |||||||
United States facilities services | 20,028 | 3.8 | % | 16,022 | 3.0 | % | |||||||
Total United States operations | 63,512 | 4.4 | % | 67,937 | 4.7 | % | |||||||
United Kingdom construction and facilities services | (4,537 | ) | (4.2 | )% | 3,962 | 2.8 | % | ||||||
Corporate administration | (17,063 | ) | — | (15,610 | ) | — | |||||||
Restructuring expenses | (5,813 | ) | — | — | — | ||||||||
Total worldwide operations | 36,099 | 2.3 | % | 56,289 | 3.5 | % | |||||||
Other corporate items: | |||||||||||||
Interest expense | (1,764 | ) | (1,878 | ) | |||||||||
Interest income | 270 | 368 | |||||||||||
Income before income taxes | $ | 34,605 | $ | 54,779 |
For the six months ended June 30, | |||||||||||||
2013 | % of Segment Revenues | 2012 | % of Segment Revenues | ||||||||||
Operating income (loss): | |||||||||||||
United States electrical construction and facilities services | $ | 44,176 | 6.9 | % | $ | 45,975 | 7.8 | % | |||||
United States mechanical construction and facilities services | 29,388 | 2.6 | % | 52,329 | 4.4 | % | |||||||
United States facilities services | 55,655 | 4.9 | % | 27,451 | 2.6 | % | |||||||
Total United States operations | 129,219 | 4.5 | % | 125,755 | 4.4 | % | |||||||
United Kingdom construction and facilities services | (3,258 | ) | (1.4 | )% | 7,444 | 2.7 | % | ||||||
Corporate administration | (31,421 | ) | — | (30,721 | ) | — | |||||||
Restructuring expenses | (7,176 | ) | — | — | — | ||||||||
Total worldwide operations | 87,364 | 2.8 | % | 102,478 | 3.3 | % | |||||||
Other corporate items: | |||||||||||||
Interest expense | (3,626 | ) | (3,653 | ) | |||||||||
Interest income | 627 | 784 | |||||||||||
Income before income taxes | $ | 84,365 | $ | 99,609 |
For the six months ended June 30, | |||||||
2013 | 2012 | ||||||
Net cash used in operating activities | $ | (52,211 | ) | $ | (10,562 | ) | |
Net cash used in investing activities | $ | (10,393 | ) | $ | (38,995 | ) | |
Net cash used in financing activities | $ | (8,058 | ) | $ | (28,223 | ) | |
Effect of exchange rate changes on cash and cash equivalents | $ | (4,256 | ) | $ | 730 |
Payments Due by Period | ||||||||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | |||||||||||||||
Revolving Credit Facility (including interest at 1.70%) (1) | $ | 158.7 | $ | 2.6 | $ | 5.2 | $ | 150.9 | $ | — | ||||||||||
Capital lease obligations | 5.6 | 2.0 | 2.8 | 0.8 | — | |||||||||||||||
Operating leases | 188.6 | 51.4 | 79.8 | 39.0 | 18.4 | |||||||||||||||
Open purchase obligations (2) | 846.9 | 661.5 | 175.8 | 9.6 | — | |||||||||||||||
Other long-term obligations, including current portion (3) | 266.9 | 29.9 | 232.3 | 4.7 | — | |||||||||||||||
Liabilities related to uncertain income tax positions | 14.3 | 5.7 | 2.5 | 4.5 | 1.6 | |||||||||||||||
Total Contractual Obligations | $ | 1,481.0 | $ | 753.1 | $ | 498.4 | $ | 209.5 | $ | 20.0 | ||||||||||
Amount of Commitment Expiration by Period | ||||||||||||||||||||
Other Commercial Commitments | Total Committed | Less than 1 year | 1-3 years | 3-5 years | After 5 years | |||||||||||||||
Letters of credit | $ | 93.0 | $ | 93.0 | $ | — | $ | — | $ | — |
(1) | We classify these borrowings as long-term on our Condensed Consolidated Balance Sheets because of our intent to repay the amounts on a long-term basis. These amounts are outstanding at our discretion and are not payable until the 2011 Revolving Credit Facility expires in November 2016. As of June 30, 2013, there were borrowings of $150.0 million outstanding under the 2011 Revolving Credit Facility. |
(2) | Represents open purchase orders for material and subcontracting costs related to construction and service contracts. These purchase orders are not reflected in EMCOR’s Condensed Consolidated Balance Sheets and should not impact future cash flows, as amounts should be recovered through customer billings. |
(3) | Represents primarily insurance related liabilities and liabilities for deferred income taxes, incentive compensation and earn-out arrangements, classified as other long-term liabilities in the Condensed Consolidated Balance Sheets. Cash payments for insurance related liabilities may be payable beyond three years, but it is not practical to estimate these payments; therefore, the long-term insurance related liabilities are reflected in the 1-3 years payment period. We provide funding to our post retirement plans based on at least the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to five years in the future. In our judgment, minimum funding estimates beyond a five year time horizon cannot be reliably estimated, and therefore, have not been included in the table. |
Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan or Programs | ||||
April 1, 2013 to April 30, 2013 | 132,199 | $37.78 | 132,199 | $43,567,147 | ||||
May 1, 2013 to May 31, 2013 | None | None | None | $43,567,147 | ||||
June 1, 2013 to June 30, 2013 | None | None | None | $43,567,147 |
(1) | On September 26, 2011, we announced that our Board of Directors had authorized the Company to repurchase up to $100.0 million of its outstanding common stock. The repurchase program remains in effect. No other shares have been repurchased since the program has been announced other than pursuant to this publicly announced program. Acquisitions under our repurchase program may be made from time to time as permitted by securities laws and other legal requirements. |
EMCOR GROUP, INC. | |
(Registrant) | |
BY: | /s/ ANTHONY J. GUZZI |
Anthony J. Guzzi | |
President and Chief Executive Officer (Principal Executive Officer) | |
BY: | /s/ MARK A. POMPA |
Mark A. Pompa | |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
2(a-1) | Purchase Agreement dated as of February 11, 2002 by and among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co. | Exhibit 2.1 to EMCOR Group, Inc.’s (“EMCOR”) Report on Form 8-K dated February 14, 2002 | ||
2(a-2) | Purchase and Sale Agreement dated as of August 20, 2007 between FR X Ohmstede Holdings LLC and EMCOR Group, Inc. | Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report August 20, 2007) | ||
2(a-3) | Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc. | Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013) | ||
3(a-1) | Restated Certificate of Incorporation of EMCOR filed December 15, 1994 | Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”) | ||
3(a-2) | Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form 10-K”) | ||
3(a-3) | Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”) | ||
3(a-4) | Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10- K”) | ||
3(a-5) | Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR | Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007 | ||
3(b) | Amended and Restated By-Laws | Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1998 (“1998 Form 10-K”) | ||
4(a) | Third Amended and Restated Credit Agreement dated as of November 21, 2011 by and among EMCOR Group, Inc. and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”) | Exhibit 4.1(a) to EMCOR’s Report on Form 8-K (Date of Report November 21, 2011) (“November 2011 Form 8-K”) | ||
4(b) | Third Amended and Restated Security Agreement dated as of February 4, 2010 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4.1(b) to the EMCOR’s Report on Form 8-K (Date of Report February 4, 2010) (“February 2010 Form 8-K”) | ||
4(c) | First Supplement to Third Amended and Restated Security Agreement dated as of November 21, 2011 among the Company, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4.1(b) to the November 2011 Form 8-K | ||
4(d) | Third Amended and Restated Pledge Agreement dated as of February 4, 2010 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4.1(c) to the February 2010 Form 8-K | ||
4(e) | First Supplement to Third Amended and Restated Pledge Agreement dated as of November 21, 2011 among the Company, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4.1(c) to the November 2011 Form 8-K |
Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
4(f) | Second Amended and Restated Guaranty Agreement dated as of February 4, 2010 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent | Exhibit 4.1(d) to the February 2010 Form 8-K | ||
4(g) | Reaffirmation and First Supplement to Second Amended and Restated Guaranty Agreement dated as of November 21, 2011 by certain of the Company’s U.S. subsidiaries in favor of Bank of Montreal, as Agent | Exhibit 4.1(d) to the November 2011 Form 8-K | ||
4(h) | First Amendment to the Credit Agreement | Exhibit 4(h) to EMCOR's Annual Report on Form 10-K for the year ended December 31, 2012 ("2012 Form 10-K") | ||
10(a) | Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa | Exhibit 10.1 to the April 2005 Form 8-K | ||
10(b) | Form of Amendment to Severance Agreement between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa | Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”) | ||
10(c) | Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”) | Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004) | ||
10(d) | Form of Confidentiality Agreement between Anthony Guzzi and EMCOR | Exhibit C to the Guzzi Letter Agreement | ||
10(e) | Form of Indemnification Agreement between EMCOR and each of its officers and directors | Exhibit F to the Guzzi Letter Agreement | ||
10(f-1) | Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR | Exhibit D to the Guzzi Letter Agreement | ||
10(f-2) | Amendment to Guzzi Severance Agreement | Exhibit 10(g-2) to the March 2007 Form 10-Q | ||
10(g-1) | Continuity Agreement dated as of June 22, 1998 between Sheldon I. Cammaker and EMCOR (“Cammaker Continuity Agreement”) | Exhibit 10(c) to the June 1998 Form 10-Q | ||
10(g-2) | Amendment dated as of May 4, 1999 to Cammaker Continuity Agreement | Exhibit 10(i) to the June 1999 Form 10-Q | ||
10(g-3) | Amendment dated as of March 1, 2007 to Cammaker Continuity Agreement | Exhibit 10(m-3) to the March 2007 Form 10-Q | ||
10(h-1) | Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”) | Exhibit 10(f) to the June 1998 Form 10-Q | ||
10(h-2) | Amendment dated as of May 4, 1999 to Matz Continuity Agreement | Exhibit 10(m) to the June 1999 Form 10-Q | ||
10(h-3) | Amendment dated as of January 1, 2002 to Matz Continuity Agreement | Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”) | ||
10(h-4) | Amendment dated as of March 1, 2007 to Matz Continuity Agreement | Exhibit 10(n-4) to the March 2007 Form 10-Q | ||
10(i-1) | Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”) | Exhibit 10(g) to the June 1998 Form 10-Q | ||
10(i-2) | Amendment dated as of May 4, 1999 to Pompa Continuity Agreement | Exhibit 10(n) to the June 1999 Form 10-Q | ||
10(i-3) | Amendment dated as of January 1, 2002 to Pompa Continuity Agreement | Exhibit 10(p-3) to the March 2002 Form 10-Q | ||
10(i-4) | Amendment dated as of March 1, 2007 to Pompa Continuity Agreement | Exhibit 10(o-4) to the March 2007 Form 10-Q |
Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
10(j-1) | Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”) | Exhibit E to the Guzzi Letter Agreement | ||
10(j-2) | Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement | Exhibit 10(p-2) to the March 2007 Form 10-Q | ||
10(k-1) | Amendment dated as of March 29, 2010 to Severance Agreement with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”) | ||
10(k-2) | Amendment to Continuity Agreements and Severance Agreements with Sheldon I. Cammaker, Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”) | ||
10(l-1) | EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”) | Exhibit 10 to Form 8-K (Date of Report December 15, 2005 | ||
10(l-2) | First Amendment to LTIP and updated Schedule A to LTIP | Exhibit 10(s-2) to 2008 Form 10-K | ||
10(l-3) | Second Amendment to LTIP | Exhibit 10.2 to March 2010 Form 8-K | ||
10(l-4) | Third Amendment to LTIP | Exhibit 10(q-4) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 ("March 2012 Form 10-Q") | ||
10(l-5) | Fourth Amendment to LTIP | Filed herewith | ||
10(l-6) | Form of Certificate Representing Stock Units issued under LTIP | Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”) | ||
10(m-1) | 2003 Non-Employee Directors’ Stock Option Plan | Exhibit A to EMCOR’s Proxy Statement for its Annual Meeting held on June 12, 2003 (“2003 Proxy Statement”) | ||
10(m-2) | First Amendment to 2003 Non-Employee Directors’ Plan | Exhibit 10(u-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 Form 10-K”) | ||
10(n-1) | 2003 Management Stock Incentive Plan | Exhibit B to EMCOR’s 2003 Proxy Statement | ||
10(n-2) | Amendments to 2003 Management Stock Incentive Plan | Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2003 (“2003 Form 10-K”) | ||
10(n-3) | Second Amendment to 2003 Management Stock Incentive Plan | Exhibit 10(v-3) to 2006 Form 10-K | ||
10(o) | Form of Stock Option Agreement evidencing grant of stock options under the 2003 Management Stock Incentive Plan | Exhibit 10.1 to Form 8-K (Date of Report January 3, 2005) | ||
10(p) | Key Executive Incentive Bonus Plan | Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008 (“2008 Proxy Statement”) | ||
10(q) | Consents on December 15, 2009 to Transfer Stock Options by Non-Employee Directors | Exhibit 10(z) to 2009 Form 10-K | ||
10(r) | Form of EMCOR Option Agreement for Executive Officers granted January 2, 2003 and January 2, 2004 | Exhibit 4.7 to 2004 Form S-8 | ||
10(s) | Option Agreement dated October 25, 2004 between Guzzi and EMCOR | Exhibit A to Guzzi Letter | ||
10(t-1) | 2007 Incentive Plan | Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 20, 2007 | ||
10(t-2) | Option Agreement dated December 13, 2007 under 2007 Incentive Plan between Jerry E. Ryan and EMCOR | Exhibit 10(h)(h-2) to 2007 Form 10-K | ||
10(t-3) | Option Agreement dated December 15, 2008 under 2007 Incentive Plan between David Laidley and EMCOR | Exhibit 10.1 to Form 8-K (Date of Report December 15, 2008) |
Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
10(t-4) | Form of Option Agreement under 2007 Incentive Plan between EMCOR and each non-employee director electing to receive options as part of annual retainer | Exhibit 10(h)(h-3) to 2007 Form 10-K | ||
10(u-1) | 2010 Incentive Plan | Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held on June 11, 2010 | ||
10(u-2) | Amendment No. 1 to 2010 Incentive Plan | Exhibit 10(f)(f-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”) | ||
10(u-3) | Amendment No. 2 to 2012 Incentive Plan | Exhibit 10(t-3) to 2012 Form 10-K | ||
10(u-4) | Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders | Exhibit 10(i)(i-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 | ||
10(u-5) | Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer | Exhibit 10(q)(q) to 2011 Form 10-K | ||
10(v) | Form of letter agreement between EMCOR and each Executive Officer with respect to acceleration of options granted January 2, 2003 and January 2, 2004 | Exhibit 10(b)(b) to 2004 Form 10-K | ||
10(w) | EMCOR Group, Inc. Employee Stock Purchase Plan | Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008 | ||
10(x) | Form of Restricted Stock Award Agreement dated January 3, 2012 between EMCOR and each of Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Frank T. MacInnis, Jerry E. Ryan and Michael T. Yonker | Exhibit 10(m)(m) to 2011 Form 10-K | ||
10(y-1) | Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011 | Exhibit 10(n)(n) to 2011 Form 10-K | ||
10(y-2) | Form of Amended and Restated Restricted Stock Award Agreement dated December 14, 2011 amending and restating restricted stock award agreement dated June 1, 2011 under Director Award Program with each of Stephen W. Bershad, David A.B. Brown, Larry J. Bump, Albert Fried, Jr., Richard F. Hamm, Jr., David H. Laidley, Jerry E. Ryan and Michael T. Yonker | Exhibit 10(o)(o) to 2011 Form 10-K | ||
10(z) | Restricted Stock Unit Agreement dated May 9, 2011 between EMCOR and Anthony J. Guzzi | Exhibit 10(o)(o) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 | ||
10(a)(a) | Amendment to Option Agreements | Exhibit 10(r)(r) to 2011 Form 10-K | ||
10(b)(b) | Form of Restricted Stock Unit Agreement dated March , 2012 between EMCOR and each of Sheldon I. Cammaker, R. Kevin Matz and Mark A. Pompa | Exhibit 10(o)(o) to the March 31, 2012 Form 10-Q | ||
10(c)(c) | Form of Non-LTIP Stock Unit Certificate | Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q | ||
10(d)(d) | Form of Director Restricted Stock Unit Agreement | Exhibit 10(k)(k) to EMCOR's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 ("June 2012 Form 10-Q") | ||
10(e)(e) | Director Award Program, as Amended and Restated December 6, 2012 | Exhibit 10(d)(d) to 2012 Form 10-K | ||
10(f)(f) | EMCOR Group, Inc. Voluntary Deferral Plan | Exhibit 10(e)(e) to 2012 Form 10-K | ||
10(g)(g) | Form of Executive Restricted Stock Unit Agreement | Exhibit 10(f)(f) to 2012 Form 10-K | ||
11 | Computation of Basic EPS and Diluted EPS for the three and six months ended June 30, 2013 and 2012 | Note 4 of the Notes to the Condensed Consolidated Financial Statements |
Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the President and Chief Executive Officer | Filed herewith | ||
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President and Chief Financial Officer | Filed herewith | ||
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer | Furnished | ||
32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer | Furnished | ||
95 | Information concerning mine safety violations or other regulatory matters | Exhibit 95 to the June 2012 Form 10-Q | ||
101 | The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Condensed Consolidated Financial Statements. | Filed |
1. | I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | July 25, 2013 | /s/ ANTHONY J. GUZZI | |
Anthony J. Guzzi President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | July 25, 2013 | /s/ MARK A. POMPA | |
Mark A. Pompa Executive Vice President and Chief Financial Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | July 25, 2013 | /s/ ANTHONY J. GUZZI | |
Anthony J. Guzzi President and Chief Executive Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | July 25, 2013 | /s/ MARK A. POMPA | |
Mark A. Pompa Executive Vice President and Chief Financial Officer |
Income Taxes
|
6 Months Ended |
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Jun. 30, 2013
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Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2013 and 2012, our income tax provision was $13.1 million and $20.8 million, respectively, based on effective income tax rates, before discrete items and less amounts attributable to noncontrolling interests, of 40.7% and 38.2%, respectively. The actual income tax rates on income before income taxes, less amounts attributable to noncontrolling interests, for the three months ended June 30, 2013 and 2012, inclusive of discrete items, were 38.5% and 38.3%, respectively. For the six months ended June 30, 2013 and 2012, our income tax provision was $32.2 million and $37.8 million, respectively, based on effective income tax rates, before discrete items and less amounts attributable to noncontrolling interests, of 39.4% and 38.3%, respectively. The actual income tax rates on income before income taxes, less amounts attributable to noncontrolling interests, for the six months ended June 30, 2013 and 2012, inclusive of discrete items, were 38.6% and 38.4%, respectively. The decrease in the 2013 income tax provision was primarily due to reduced income before income taxes and a change in the allocation of earnings amongst various jurisdictions. As of June 30, 2013 and December 31, 2012, the amount of unrecognized income tax benefits for each period was $11.3 million (of which $6.6 million, if recognized, would favorably affect our effective income tax rate). We report interest expense related to unrecognized income tax benefits in the income tax provision. As of June 30, 2013 and December 31, 2012, we had approximately $3.0 million and $2.6 million, respectively, of accrued interest related to unrecognized income tax benefits included as a liability on the Condensed Consolidated Balance Sheets. For the three months ended June 30, 2013 and 2012, $0.2 million and $0.1 million of interest expense was recognized, respectively. For the six months ended June 30, 2013 and 2012, $0.4 million and $0.2 million of interest expense was recognized, respectively. It is possible that approximately $3.0 million of unrecognized income tax benefits at June 30, 2013, primarily relating to uncertain tax positions attributable to certain intercompany transactions and compensation related accruals, will become recognized income tax benefits in the next twelve months due to the expiration of applicable statutes of limitations. We file income tax returns with the Internal Revenue Service and various state, local and foreign jurisdictions. The Company is currently under examination by various taxing authorities for the years 2008 through 2011. The Internal Revenue Service is currently auditing our 2010 federal income tax return. We are still subject to audit for the years 2009 through 2011. |
Condensed Consolidated Statements Of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
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Income Statement [Abstract] | ||||
Revenues | $ 1,556,753 | $ 1,590,035 | $ 3,125,154 | $ 3,128,556 |
Cost of sales | 1,375,218 | 1,396,071 | 2,752,481 | 2,753,899 |
Gross profit | 181,535 | 193,964 | 372,673 | 374,657 |
Selling, general and administrative expenses | 139,623 | 137,675 | 278,133 | 272,179 |
Restructuring expenses | 5,813 | 0 | 7,176 | 0 |
Operating income | 36,099 | 56,289 | 87,364 | 102,478 |
Interest expense | (1,764) | (1,878) | (3,626) | (3,653) |
Interest income | 270 | 368 | 627 | 784 |
Income before income taxes | 34,605 | 54,779 | 84,365 | 99,609 |
Income tax provision | 13,131 | 20,799 | 32,173 | 37,821 |
Net income including noncontrolling interests | 21,474 | 33,980 | 52,192 | 61,788 |
Less: Net income attributable to noncontrolling interests | (460) | (532) | (1,011) | (1,195) |
Net income attributable to EMCOR Group, Inc. (in US dollars) | $ 21,014 | $ 33,448 | $ 51,181 | $ 60,593 |
Basic earnings per common share: | ||||
Net income attributable to EMCOR Group, Inc. common stockholders (in US dollars per share) | $ 0.31 | $ 0.50 | $ 0.76 | $ 0.91 |
Diluted earnings per common share: | ||||
Net income attributable to EMCOR Group, Inc. common stockholders (in US dollars per share) | $ 0.31 | $ 0.49 | $ 0.75 | $ 0.89 |
Dividends declared per common share (in US dollars per share) | $ 0.06 | $ 0.1 | $ 0.06 | $ 0.15 |
Basis Of Presentation
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6 Months Ended |
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Jun. 30, 2013
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. References to the “Company,” “EMCOR,” “we,” “us,” “our” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of a normal recurring nature) necessary to present fairly our financial position and the results of our operations. The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. Our reportable segments reflect certain reclassifications of prior year amounts from our United States facilities services segment to our United States mechanical construction and facilities services segment due to changes in our internal reporting structure. |
Inventories (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Inventories | Inventories in the accompanying Condensed Consolidated Balance Sheets consisted of the following amounts (in thousands):
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Common Stock
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6 Months Ended |
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Jun. 30, 2013
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Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock As of June 30, 2013 and December 31, 2012, 67,077,160 and 66,964,162 shares of our common stock were outstanding, respectively. During the three months ended June 30, 2013 and 2012, 75,398 and 57,626 shares of common stock, respectively, were issued primarily upon: (a) the satisfaction of required conditions under certain of our share-based compensation plans, (b) the purchase of common stock pursuant to our employee stock purchase plan and (c) the exercise of stock options. During the six months ended June 30, 2013 and 2012, 215,197 and 418,640 shares of common stock, respectively, were issued primarily upon: (a) the satisfaction of required conditions under certain of our share-based compensation plans, (b) the exercise of stock options and (c) the purchase of common stock pursuant to our employee stock purchase plan. On September 26, 2011, our Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock. During 2013, we repurchased approximately 0.1 million shares of our common stock for approximately $5.0 million. As of June 30, 2013, we repurchased 2.2 million shares of our common stock for approximately $56.4 million, and there remains authorization for us to repurchase approximately $43.6 million of our shares. The repurchase program 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. Acquisitions under our repurchase program may be made from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our revolving credit facility placing limitations on such repurchases. The repurchase program has been and will be funded from our operations. |
Retirement Plans (Components Of Net Periodic Pension Benefit Cost) (Details) (United Kingdom Subsidiary [Member], Foreign Pension Plans, Defined Benefit [Member], USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
|
Jun. 30, 2013
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Jun. 30, 2012
|
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United Kingdom Subsidiary [Member] | Foreign Pension Plans, Defined Benefit [Member]
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Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 3,033 | $ 3,114 | $ 6,103 | $ 6,221 |
Expected return on plan assets | (3,536) | (3,264) | (7,115) | (6,521) |
Amortization of unrecognized loss | 631 | 609 | 1,269 | 1,217 |
Net periodic pension cost | $ 128 | $ 459 | $ 257 | $ 917 |
Retirement Plans (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components Of Net Periodic Pension Cost | The components of net periodic pension cost of the UK Plan for the three and six months ended June 30, 2013 and 2012 were as follows (in thousands):
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Fair Value Measurements (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Assets And Liabilities Carried At Fair Value Measured On A Recurring Basis | The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2013 and December 31, 2012 (in thousands):
_________
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Fair Value Measurements (Schedule Of Assets And Liabilities Carried At Fair Value Measured On A Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
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Level 1 [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ 530,385 | [1] | $ 605,303 | [1] | ||||
Restricted cash | 8,182 | [2] | 6,281 | [2] | ||||
Short-term investments | 0 | [2] | 4,879 | [2] | ||||
Total | 538,567 | 616,463 | ||||||
Level 2 [Member]
|
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 0 | [1] | 0 | [1] | ||||
Restricted cash | 0 | [2] | 0 | [2] | ||||
Short-term investments | 0 | [2] | 0 | [2] | ||||
Total | 0 | 0 | ||||||
Level 3 [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 0 | [1] | 0 | [1] | ||||
Restricted cash | 0 | [2] | 0 | [2] | ||||
Short-term investments | 0 | [2] | 0 | [2] | ||||
Total | 0 | 0 | ||||||
Portion at Fair Value Measurement [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | 530,385 | [1] | 605,303 | [1] | ||||
Restricted cash | 8,182 | [2] | 6,281 | [2] | ||||
Short-term investments | 0 | [2] | 4,879 | [2] | ||||
Total | 538,567 | 616,463 | ||||||
Money Market Funds [Member] | Level 1 [Member]
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ 146,900 | $ 407,400 | ||||||
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Segment Information (Information About Industry Segments And Geographic Areas) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | $ 1,556,753,000 | $ 1,590,035,000 | $ 3,125,154,000 | $ 3,128,556,000 | |
Total revenues | 1,556,753,000 | 1,590,035,000 | 3,125,154,000 | 3,128,556,000 | |
Operating income (loss) | 36,099,000 | 56,289,000 | 87,364,000 | 102,478,000 | |
Restructuring expenses | (5,813,000) | 0 | (7,176,000) | 0 | |
Interest expense | (1,764,000) | (1,878,000) | (3,626,000) | (3,653,000) | |
Interest income | 270,000 | 368,000 | 627,000 | 784,000 | |
Income before income taxes | 34,605,000 | 54,779,000 | 84,365,000 | 99,609,000 | |
Total assets | 3,105,336,000 | 3,105,336,000 | 3,107,070,000 | ||
Insurance recoveries | 2,600,000 | ||||
Intersegment Eliminations [Member]
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Segment Reporting Information [Line Items] | |||||
Total revenues | (36,145,000) | (19,191,000) | (56,754,000) | (33,688,000) | |
Corporate, Non-Segment [Member]
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Segment Reporting Information [Line Items] | |||||
Operating income (loss) | (17,063,000) | (15,610,000) | (31,421,000) | (30,721,000) | |
Total assets | 593,136,000 | 593,136,000 | 623,044,000 | ||
UNITED STATES
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 1,447,687,000 | 1,450,196,000 | 2,897,088,000 | 2,847,826,000 | |
Total revenues | 1,447,687,000 | 1,450,196,000 | 2,897,088,000 | 2,847,826,000 | |
Operating income (loss) | 63,512,000 | 67,937,000 | 129,219,000 | 125,755,000 | |
Total assets | 2,328,775,000 | 2,328,775,000 | 2,269,571,000 | ||
UNITED STATES | United States Electrical Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 336,330,000 | 295,846,000 | 643,914,000 | 586,383,000 | |
UNITED STATES | United States Mechanical Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 583,963,000 | 626,617,000 | 1,125,080,000 | 1,200,820,000 | |
UNITED STATES | United States Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 527,394,000 | 527,733,000 | 1,128,094,000 | 1,060,623,000 | |
UNITED STATES | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Total revenues | 343,335,000 | 305,553,000 | 653,110,000 | 600,361,000 | |
Operating income (loss) | 25,236,000 | 22,409,000 | 44,176,000 | 45,975,000 | |
Total assets | 336,221,000 | 336,221,000 | 283,997,000 | ||
UNITED STATES | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Total revenues | 598,847,000 | 631,850,000 | 1,150,631,000 | 1,209,416,000 | |
Operating income (loss) | 18,248,000 | 29,506,000 | 29,388,000 | 52,329,000 | |
Total assets | 821,900,000 | 821,900,000 | 785,286,000 | ||
UNITED STATES | Operating Segments [Member] | United States Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Total revenues | 541,650,000 | 531,984,000 | 1,150,101,000 | 1,071,737,000 | |
Operating income (loss) | 20,028,000 | 16,022,000 | 55,655,000 | 27,451,000 | |
Total assets | 1,170,654,000 | 1,170,654,000 | 1,200,288,000 | ||
UNITED KINGDOM | United Kingdom Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 109,066,000 | 139,839,000 | 228,066,000 | 280,730,000 | |
UNITED KINGDOM | Operating Segments [Member] | United Kingdom Construction And Facilities Services [Member]
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Segment Reporting Information [Line Items] | |||||
Total revenues | 109,066,000 | 139,839,000 | 228,066,000 | 280,730,000 | |
Operating income (loss) | (4,537,000) | 3,962,000 | (3,258,000) | 7,444,000 | |
Total assets | $ 183,425,000 | $ 183,425,000 | $ 214,455,000 |
Inventories (Inventories) (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
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Inventory Disclosure [Abstract] | ||
Raw materials and construction materials | $ 19,478 | $ 20,994 |
Work in process | 25,516 | 29,518 |
Inventories | $ 44,994 | $ 50,512 |
Debt (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Debt | Debt in the accompanying Condensed Consolidated Balance Sheets consisted of the following amounts (in thousands):
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Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Statement of Comprehensive Income [Abstract] | ||||
Post retirement plans, amortization of actuarial loss included in net income, tax | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 |
Condensed Consolidated Statements Of Equity (USD $)
In Thousands |
Total
|
Common Stock [Member]
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Capital Surplus [Member]
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Accumulated Other Comprehensive (Loss) Income [Member]
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Retained Earnings [Member]
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Treasury Stock [Member]
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Noncontrolling Interests [Member]
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Balance at Dec. 31, 2011 | $ 1,245,131 | $ 681 | $ 417,136 | $ (78,649) | [1] | $ 910,042 | $ (14,476) | $ 10,397 | ||||
Net income including noncontrolling interests | 61,788 | 60,593 | 1,195 | |||||||||
Other comprehensive income | 1,005 | 1,005 | [1] | |||||||||
Common stock issued under share-based compensation plans | [2] | 7,650 | 6 | 6,012 | 1,632 | |||||||
Common stock issued under employee stock purchase plan | 1,263 | 1,263 | ||||||||||
Common stock dividends | (10,018) | 60 | (10,078) | |||||||||
Repurchase of common stock | (21,189) | (8) | (21,181) | |||||||||
Distributions to noncontrolling interests | (1,000) | (1,000) | ||||||||||
Share-based compensation expense | 3,782 | 3,782 | ||||||||||
Balance at Jun. 30, 2012 | 1,288,412 | 679 | 407,072 | (77,644) | [1] | 960,557 | (12,844) | 10,592 | ||||
Balance at Dec. 31, 2012 | 1,357,179 | 680 | 416,104 | (81,040) | [1] | 1,022,239 | (11,903) | 11,099 | ||||
Net income including noncontrolling interests | 52,192 | 51,181 | 1,011 | |||||||||
Other comprehensive income | 1,131 | 1,131 | [1] | |||||||||
Common stock issued under share-based compensation plans | [2] | 1,975 | 2 | 1,849 | 124 | |||||||
Common stock issued under employee stock purchase plan | 1,344 | 1,344 | ||||||||||
Common stock dividends | (4,027) | 40 | (4,067) | |||||||||
Repurchase of common stock | (4,998) | (1) | (4,997) | |||||||||
Distributions to noncontrolling interests | (1,050) | (1,050) | ||||||||||
Share-based compensation expense | 3,714 | 3,714 | ||||||||||
Balance at Jun. 30, 2013 | $ 1,407,460 | $ 681 | $ 418,054 | $ (79,909) | [1] | $ 1,069,353 | $ (11,779) | $ 11,060 | ||||
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New Accounting Pronouncements
|
6 Months Ended |
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Jun. 30, 2013
|
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New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements On January 1, 2013, we adopted an accounting pronouncement giving companies the option to perform a qualitative impairment assessment for their indefinite-lived intangible assets that may allow them to skip the annual fair value calculation. To perform a qualitative assessment, a company must identify and evaluate changes in economic, industry and company-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset. The adoption of this pronouncement did not have any effect on our financial position or results of operations, though it may impact the manner in which we perform future or prospective testing for indefinite-lived intangible asset impairment. On January 1, 2013, we adopted an accounting pronouncement requiring preparers to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). It also required companies to report changes in AOCI balances. Public companies must provide the required information (e.g., changes in AOCI balances and reclassifications out of AOCI) in interim and annual periods. The adoption of this pronouncement did not have any effect on our financial position or results of operations. |
Condensed Consolidated Statements Of Equity Condensed Consolidated Statements Of Equity (Parenthetical) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
|
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Statement of Stockholders' Equity [Abstract] | ||
Tax benefit associated with share-based compensation | $ 1.0 | $ 6.5 |
Segment Information (Tables)
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Jun. 30, 2013
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Information About Industry Segments And Geographic Areas | The following tables present information about industry segments and geographic areas for the three and six months ended June 30, 2013 and 2012 (in thousands):
NOTE 12 Segment Information - (Continued)
NOTE 12 Segment Information - (Continued)
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Debt (Narrative) (Details) (USD $)
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6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
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Dec. 31, 2012
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Jun. 30, 2013
2011 Revolving Credit Facility [Member]
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Dec. 31, 2011
2011 Revolving Credit Facility [Member]
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Jun. 30, 2013
Minimum [Member]
2011 Revolving Credit Facility [Member]
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Jun. 30, 2013
Maximum [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
Prime Rate [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
Prime Rate [Member]
Minimum [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
Prime Rate [Member]
Maximum [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
London Interbank Offered Rate (LIBOR) [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
London Interbank Offered Rate (LIBOR) [Member]
Minimum [Member]
2011 Revolving Credit Facility [Member]
|
Jun. 30, 2013
London Interbank Offered Rate (LIBOR) [Member]
Maximum [Member]
2011 Revolving Credit Facility [Member]
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Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 750,000,000 | |||||||||||
Increase in borrowing capacity | 900,000,000 | |||||||||||
Expiration date of revolving credit facility | Nov. 21, 2016 | |||||||||||
Letters of credit maximum borrowing capacity | 250,000,000 | |||||||||||
Letters of credit outstanding | 92,700,000 | 84,000,000 | ||||||||||
Commitment fee percentage of unused amount | 0.25% | 0.25% | 0.35% | |||||||||
Interest rate description | Borrowings under the 2011 Revolving Credit Facility bear interest at (1) a rate which is the prime commercial lending rate announced by Bank of Montreal from time to time (3.25% at June 30, 2013) plus 0.50% to 1.00%, based on certain financial tests or (2) United States dollar LIBOR (0.20% at June 30, 2013) plus 1.50% to 2.00%, based on certain financial tests. The interest rate in effect at June 30, 2013 was 1.70%. Letters of credit fees issued under this facility range from 1.50% to 2.00% of the respective face amounts of the letters of credit issued and are computed based on certain financial tests. | |||||||||||
Lending rate | 3.25% | 0.20% | ||||||||||
Basis spread on variable rate | 0.50% | 1.00% | 1.50% | 2.00% | ||||||||
Letter of credit fees | 1.50% | 2.00% | ||||||||||
Interest rate | 1.70% | |||||||||||
Debt issuance costs, capitalized | 4,200,000 | |||||||||||
Borrowings under revolving credit facility | $ 150,000,000 | $ 150,000,000 |
Retirement Plans (Narrative) (Details) (United Kingdom Subsidiary [Member], Foreign Pension Plans, Defined Benefit [Member], USD $)
In Millions, unless otherwise specified |
6 Months Ended |
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Jun. 30, 2013
|
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United Kingdom Subsidiary [Member] | Foreign Pension Plans, Defined Benefit [Member]
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Defined Benefit Plan Disclosure [Line Items] | |
Contribution of U.K. subsidiary to its defined benefit pension plan | $ 2.6 |
Anticipated additional contribution | $ 2.7 |