UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-8267
| (Exact Name of Registrant as Specified in Its Charter) | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
| (Registrant’s Telephone Number, Including Area Code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Applicable Only To Corporate Issuers
Number of shares of Common Stock outstanding as of the close of business on April 24, 2025: 44,758,004 shares.
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EMCOR Group, Inc.
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They generally contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” variations of such wording and other words or phrases of similar meaning. Forward-looking statements in this report include discussions of our future operating or financial performance and other forward-looking commentary regarding aspects of our business, including market share growth, gross profit, remaining performance obligations, project mix, projects with varying profit margins and contractual terms, the financial impact of acquisitions, selling, general and administrative expenses, our ability to maintain a strong safety record, and trends in our business, and other characterizations of future events or circumstances, such as the effects of supply chain disruptions and delays, including those potentially caused by tariffs. Each forward-looking statement included in this report is subject to risks and uncertainties, including those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, and other sections of this report, and in our Form 10-K for the year ended December 31, 2024, including, without limitation, the “Risk Factors” section of such Form 10-K. Applicable risks and uncertainties include, but are not limited to:
•adverse effects of general economic conditions;
•domestic and international political developments and/or conflicts;
•changes in the specific markets for EMCOR’s services;
•adverse business conditions, including weakness of the sectors from which we generate revenues, scarcity of skilled labor, productivity challenges, the nature and extent of supply chain disruptions impacting availability and pricing of materials, and inflationary trends more generally, including fluctuations in energy costs;
•the impact of legislation and/or government regulations;
•changes in foreign trade policy, including the effect of tariffs;
•changes in interest rates;
•the lack of availability of adequate levels of surety bonding;
•increased competition;
•the impact of legal proceedings, claims, lawsuits, or governmental investigations;
•unfavorable developments in the mix of our business; and
•other factors discussed elsewhere in this report.
Such risks and uncertainties could cause actual results to differ materially from those that might be anticipated from, or projected or implied by, our forward-looking statements. Accordingly, these statements do not guarantee future performance or events. The forward-looking statements contained in this report speak only as of the filing date of this report. We undertake no obligation to update any forward-looking statements unless required by law. However, any further disclosures made on related subjects in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”) should be consulted. We caution investors not to place undue reliance on forward-looking statements, due to their inherent uncertainty.
PART I. – FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
EMCOR Group, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| (Unaudited) March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for credit losses of $ | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Accrued payroll and benefits | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Total current liabilities | |||||||||||
Borrowings under revolving credit facility | |||||||||||
| Operating lease liabilities, long-term | |||||||||||
| Other long-term obligations | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
| EMCOR Group, Inc. stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Capital surplus | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost | ( | ( | |||||||||
| Total EMCOR Group, Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
1
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)(Unaudited)
Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Operating income | |||||||||||
Net periodic pension income | |||||||||||
Interest income, net | |||||||||||
| Income before income taxes | |||||||||||
| Income tax provision | |||||||||||
Net income | $ | $ | |||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | $ | $ | |||||||||
| Dividends declared per common share | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
2
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)(Unaudited)
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
Post-retirement plans, amortization of actuarial loss included in net income (1) | |||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
Comprehensive income | $ | $ | |||||||||
_________
(1)Net of tax of $0.2
See Notes to Consolidated Financial Statements.
3
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)(Unaudited)
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows - operating activities: | |||||||||||
Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of identifiable intangible assets | |||||||||||
| Provision for credit losses | |||||||||||
| Non-cash share-based compensation expense | |||||||||||
| Other reconciling items | ( | ( | |||||||||
| Changes in operating assets and liabilities, excluding the effect of businesses acquired | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows - investing activities: | |||||||||||
| Payments for acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Proceeds from sale or disposal of property, plant, and equipment | |||||||||||
| Purchases of property, plant, and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows - financing activities: | |||||||||||
Proceeds from revolving credit facility | |||||||||||
| Repayments of finance lease liabilities | ( | ( | |||||||||
| Dividends paid to stockholders | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Taxes paid related to net share settlements of equity awards | ( | ( | |||||||||
| Issuances of common stock under employee stock purchase plan | |||||||||||
| Payments for contingent consideration arrangements | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
(Decrease) increase in cash, cash equivalents, and restricted cash | ( | ||||||||||
Cash, cash equivalents, and restricted cash at beginning of year (1) | |||||||||||
Cash, cash equivalents, and restricted cash at end of period (2) | $ | $ | |||||||||
_________
(1)Includes $0.8 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of December 31, 2024.
(2)Includes $0.8 million and $1.5 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheet as of March 31, 2025 and 2024, respectively.
See Notes to Consolidated Financial Statements.
4
EMCOR Group, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the three months ended March 31, 2024 and 2025
(In thousands)(Unaudited)
| EMCOR Group, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||
| Total | Common stock | Capital surplus | Accumulated other comprehensive loss (1) | Retained earnings | Treasury stock | Noncontrolling interests | |||||||||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issued under share-based compensation plans | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under share-based compensation plans | ( | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issued under employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Tax withholding for common stock issued under share-based compensation plans | ( | — | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||
Acquisition of noncontrolling interests | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
_________
(1)Represents cumulative foreign currency translation adjustments and post-retirement liability adjustments.
See Notes to Consolidated Financial Statements.
5
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. References to the “Company,” “EMCOR,” “we,” “us,” “our,” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission.
In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of those of a normal recurring nature) necessary to present fairly our financial position and the results of our operations.
The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
NOTE 2 - New Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”) intended to enhance the transparency and decision-usefulness of income tax disclosures. Such guidance requires entities to provide additional information within their income tax rate reconciliation, including further disclosure of federal, state, and foreign income taxes and to provide more details about these reconciling items if a quantitative threshold is met. This guidance additionally requires expanded disclosure of income taxes paid, including amounts paid for federal, state, and foreign taxes. This ASU, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2024, although early adoption and retrospective application is permitted. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our income tax disclosures, including the processes and controls around the collection of this information.
In November 2024, the FASB issued an ASU, which requires disaggregated disclosures, in the notes to the financial statements, about certain income statement expense line items on an interim and annual basis. This guidance requires entities to provide more detailed information about purchases of inventory, employee compensation, depreciation expense, intangible asset amortization, and selling expenses. Such guidance, which is required to be applied prospectively, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, although early adoption and retrospective application is permitted. While the adoption of this ASU will not have an impact on our financial position and/or results of operations, we are currently evaluating the impact on our financial statement disclosures, including the processes and controls around the collection of this information.
NOTE 3 - Revenue from Contracts with Customers
The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services by applying the following five step model:
(1) Identify the contract with a customer
A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectability of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectability of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer.
6
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
(2) Identify the performance obligations in the contract
At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract.
In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry.
Our contracts are often modified through change orders to account for changes in the scope and price of the goods or services we are providing. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of our change orders are for goods or services that are not distinct within the context of our original contract and, therefore, are not treated as separate performance obligations.
(3) Determine the transaction price
The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability-weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current, and estimates of future performance. The expected value method is typically utilized in situations where a contract contains a large number of possible outcomes while the most likely amount method is typically utilized in situations where a contract has only two possible outcomes.
Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts.
Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment of and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied.
7
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
Contract claims are another form of variable consideration which is common within our industry. Claim amounts represent revenue that has been recognized for contract modifications that are not submitted or are in dispute as to both scope and price. In estimating the transaction price for claims, the Company considers all relevant facts available. However, given the uncertainty surrounding claims, including the potential long-term nature of dispute resolution and the broad range of possible consideration amounts, there is an increased likelihood that any additional contract revenue associated with contract claims is constrained. The resolution of claims involves negotiations and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs.
For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer. For such contracts, the Company evaluates whether this timing difference represents a financing arrangement within the contract. Although rare, if a contract is determined to contain a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money when determining the transaction price of such contract. Although our customers may retain a portion of the contract price until completion of the project and final contract settlement, these retainage amounts are not considered a significant financing component as the intent of the withheld amounts is to provide the customer with assurance that we will complete our obligations under the contract rather than to provide financing to the customer. In addition, although we may be entitled to advanced payments from our customers on certain contracts, these advanced payments generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract.
Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate.
(4) Allocate the transaction price to the performance obligations in the contract
For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation.
(5) Recognize revenue as performance obligations are satisfied
The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date.
For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided.
8
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the number of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations.
For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly and the customer receives and consumes the benefits of our performance throughout the contract term.
The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. For these performance obligations, we use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer. For bill-and-hold arrangements, revenue is recognized when the customer obtains control of the heat exchanger, which may be prior to shipping if certain recognition criteria are met.
For certain of our revenue streams, such as call-out repair and service work, outage services, refinery turnarounds, and specialty welding services that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date.
Changes in Estimates
Based on an evaluation of individual projects that were substantially complete in prior periods but had revisions to total estimated costs or anticipated contract value (inclusive of the settlement of previously outstanding change orders and claims) that resulted in an increase to profitability in excess of $1.0 million, we recognized revenue during the three months ended March 31, 2025 and 2024, as summarized in the following table (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| Total impact | $ | $ | |||||||||
9
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
Based on an evaluation of individual projects that had revisions to total estimated costs or anticipated contract value that resulted in a reduction of profitability in excess of $1.0 million, our operating results were negatively impacted during the three months ended March 31, 2025 and 2024, as summarized in the following table (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| Total impact | $ | $ | |||||||||
Disaggregation of Revenues
Our revenues are principally derived from contracts to provide construction services relating to electrical and mechanical systems, as well as to provide a number of building services and industrial services to our customers. Our contracts are with many different customers in numerous industries.
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 months ended March 31, 2025 and 2024 (in thousands, except for percentages). Refer to Note 14 - Segment Information of the notes to consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment.
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| United States electrical construction and facilities services: | |||||||||||||||||||||||
| Network and communications market sector | $ | % | $ | % | |||||||||||||||||||
| Commercial market sector | % | % | |||||||||||||||||||||
| Manufacturing and industrial market sector | % | % | |||||||||||||||||||||
| Healthcare market sector | % | % | |||||||||||||||||||||
| High-tech manufacturing market sector | % | % | |||||||||||||||||||||
| Institutional market sector | % | % | |||||||||||||||||||||
| Transportation market sector | % | % | |||||||||||||||||||||
| Water and wastewater market sector | % | % | |||||||||||||||||||||
| Hospitality and entertainment market sector | % | % | |||||||||||||||||||||
Short-duration projects (1) | % | % | |||||||||||||||||||||
| Service work | % | % | |||||||||||||||||||||
| Less intersegment revenues | ( | ( | |||||||||||||||||||||
| Total segment revenues | $ | $ | |||||||||||||||||||||
(1)Represents those projects which generally are completed within three months or less.
10
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| United States mechanical construction and facilities services: | |||||||||||||||||||||||
| Network and communications market sector | $ | % | $ | % | |||||||||||||||||||
| Commercial market sector | % | % | |||||||||||||||||||||
| Manufacturing and industrial market sector | % | % | |||||||||||||||||||||
| Healthcare market sector | % | % | |||||||||||||||||||||
| High-tech manufacturing market sector | % | % | |||||||||||||||||||||
| Institutional market sector | % | % | |||||||||||||||||||||
| Transportation market sector | % | % | |||||||||||||||||||||
| Water and wastewater market sector | % | % | |||||||||||||||||||||
| Hospitality and entertainment market sector | % | % | |||||||||||||||||||||
Short-duration projects (1) | % | % | |||||||||||||||||||||
| Service work | % | % | |||||||||||||||||||||
| Less intersegment revenues | ( | ( | |||||||||||||||||||||
| Total segment revenues | $ | $ | |||||||||||||||||||||
(1)Represents those projects which generally are completed within three months or less.
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| United States building services: | |||||||||||||||||||||||
| Mechanical services | $ | % | $ | % | |||||||||||||||||||
| Commercial site-based services | % | % | |||||||||||||||||||||
| Government site-based services | % | % | |||||||||||||||||||||
| Total segment revenues | $ | $ | |||||||||||||||||||||
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| United States industrial services: | |||||||||||||||||||||||
| Field services | $ | % | $ | % | |||||||||||||||||||
| Shop services | % | % | |||||||||||||||||||||
| Total segment revenues | $ | $ | |||||||||||||||||||||
| Total United States operations | $ | $ | |||||||||||||||||||||
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| United Kingdom building services: | |||||||||||||||||||||||
| Service work | $ | % | $ | % | |||||||||||||||||||
| Project work | % | % | |||||||||||||||||||||
| Total segment revenues | $ | $ | |||||||||||||||||||||
Consolidated revenues | $ | $ | |||||||||||||||||||||
11
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recognized in the period we deliver goods and services to our customers or when our right to consideration is unconditional. The Company maintains an allowance for credit losses to reduce outstanding receivables to their net realizable value. Judgment is required when determining expected credit losses. Estimates of such losses are recorded when we believe a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating. Factors relevant to our assessment include our prior collection history with our customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions. In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition.
At March 31, 2025 and December 31, 2024, our allowance for credit losses was $25.0 million and $35.0 million, respectively. Allowances for credit losses are based on the best facts available and are reassessed and adjusted on a regular basis as additional information is received. Should anticipated collections fail to materialize, or if future economic conditions compare unfavorably to our forecasts, we could experience an increase in our credit losses.
The change in the allowance for credit losses for the three months ended March 31, 2025 was as follows (in thousands):
Balance at December 31, 2024 | $ | ||||
| Provision for credit losses | |||||
| Amounts written off against the allowance, net of recoveries | ( | ||||
Balance at March 31, 2025 | $ | ||||
The decrease in our allowance for credit losses was due to the write-off of specific receivables which were previously reserved for within our United States building services segment, partially offset by the provision for credit losses recorded during the three months ended March 31, 2025, which included a $4.0 million increase in the allowance for credit losses within our United States industrial services segment.
Contract Assets and Contract Liabilities
The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts are not yet billable under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded as revenue is recognized in advance of billings.
Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to scope and/or price, or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Consolidated Balance Sheets.
Contract liabilities from our construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets.
12
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
Net contract liabilities in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Contract assets, current | $ | $ | |||||||||
| Contract assets, non-current | |||||||||||
| Contract liabilities, current | ( | ( | |||||||||
| Contract liabilities, non-current | ( | ( | |||||||||
| Net contract liabilities | $ | ( | $ | ( | |||||||
Contract assets and contract liabilities increased by approximately $22.4 million and $91.8 million, respectively, as a result of acquisitions made by us in 2025. Excluding the impact of acquisitions, net contract liabilities decreased by approximately $99.0 million during the three months ended March 31, 2025, as we recognized revenue on a number of construction projects for which we were previously billed ahead. There was no
Transaction Price Allocated to Remaining Unsatisfied Performance Obligations
The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of March 31, 2025 (in thousands, except for percentages):
| March 31, 2025 | % of Total | ||||||||||
| Remaining performance obligations: | |||||||||||
| United States electrical construction and facilities services | $ | % | |||||||||
| United States mechanical construction and facilities services | % | ||||||||||
| United States building services | % | ||||||||||
| United States industrial services | % | ||||||||||
| Total United States operations | % | ||||||||||
| United Kingdom building services | % | ||||||||||
| Total operations | $ | % | |||||||||
Our remaining performance obligations at March 31, 2025 were approximately $11.75 billion. Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts. We include a project within our remaining performance obligations at such time the project is awarded and agreement on contract terms has been reached. Our remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of the total transaction price can be made.
Remaining performance obligations include unrecognized revenues to be realized from uncompleted construction contracts. Although many of our construction contracts are subject to cancellation at the election of our customers, in accordance with industry practice, we do not limit the amount of unrecognized revenue included within remaining performance obligations for these contracts as the risk of cancellation is very low due to the inherent substantial economic penalty that our customers would incur upon cancellation or termination. We believe our reported remaining performance obligations for our construction contracts are firm and contract cancellations have not had a material adverse effect on us.
Remaining performance obligations also include unrecognized revenues expected to be realized over the remaining term of service contracts. However, to the extent a service contract includes a cancellation clause which allows for the termination of such contract by either party without a substantive penalty, the remaining contract term, and therefore, the amount of unrecognized revenues included within remaining performance obligations, is limited to the notice period required for the termination.
13
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 3 - Revenue from Contracts with Customers (Continued)
Our remaining performance obligations are comprised of: (a) original contract amounts, (b) change orders for which we have received written confirmations from our customers, (c) pending change orders for which we expect to receive confirmations in the ordinary course of business, (d) claim amounts that we have made against customers for which we have determined we have a legal basis under existing contractual arrangements and as to which the variable consideration constraint does not apply, and (e) other forms of variable consideration to the extent that such variable consideration has been included within the transaction price of our contracts. Such claim and other variable consideration amounts were immaterial for all periods presented.
Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands):
| Within one year | Greater than one year | ||||||||||
| Remaining performance obligations: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
| Total operations | $ | $ | |||||||||
NOTE 4 - Acquisitions of Businesses
Acquisitions are accounted for utilizing the acquisition method of accounting and the prices paid for them are allocated to their respective assets and liabilities based upon the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us.
On February 3, 2025, we completed the acquisition of Miller Electric Company (“Miller Electric”), a leading electrical contractor that operates predominantly across the Southeastern United States. Under the terms of the transaction, we acquired 100 % of Miller Electric's capital stock for total cash consideration of approximately $868.6 million. This acquisition is expected to complement our existing electrical construction capabilities in high-growth end markets while expanding our geographic presence. The results of operations of Miller Electric have been included within our United States electrical construction and facilities services segment. For the period from February 3, 2025 to March 31, 2025, such acquisition contributed revenues of $183.1 million and operating income of $12.7 million, net of amortization expense attributable to identifiable intangible assets of $7.4 million. During the three months ended March 31, 2025, we incurred $9.4 million of transaction related costs in connection with this acquisition. These expenses were included in "Selling, general and administrative expenses" in the accompanying Consolidated Statement of Operations.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Assets: | ||||||||
| Cash and cash equivalents | $ | |||||||
Accounts receivable (1) | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other | ||||||||
| Property, plant, and equipment | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Identifiable intangible assets | ||||||||
| Other assets | ||||||||
| Total assets acquired | $ | |||||||
14
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 4 - Acquisitions of Businesses (Continued)
Liabilities: | ||||||||
| Accounts payable | $ | |||||||
| Contract liabilities | ||||||||
| Accrued payroll and benefits | ||||||||
| Other accrued expenses and liabilities | ||||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, long-term | ||||||||
| Other long-term obligations | ||||||||
| Total liabilities assumed | ||||||||
Noncontrolling interests | ||||||||
Net assets acquired | $ | |||||||
_________________________
(1)The fair value of accounts receivable acquired was $222.4 million, with the gross contractual amount being $224.4 million. We expect $2.0 million to be uncollectible.
Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the future economic benefits expected from this strategic acquisition. We are evaluating the tax deductibility of the goodwill and identifiable intangible assets acquired; however, we currently expect that all such amounts will be deductible. The purchase price allocation is preliminary and subject to change during its measurement period as we finalize asset valuations and certain tax matters, among other items. The finalization of these items may result in changes in the valuation of assets acquired or liabilities assumed.
The following table summarizes the preliminary fair values of identifiable intangible assets (in thousands) and their estimated useful lives (in years). Refer to Note 8 - Fair Value Measurements of the notes to consolidated financial statements for additional information on the valuation methodologies utilized to determine fair value.
Miller Electric | Preliminary Fair Value | Estimated Useful Life | ||||||||||||
| Customer relationships | $ | |||||||||||||
| Contract backlog | ||||||||||||||
| Total intangible assets subject to amortization | ||||||||||||||
| Trade name | Indefinite | |||||||||||||
| Total identifiable intangible assets | $ | |||||||||||||
In addition to Miller Electric, during the first quarter of 2 025, we acquired a company for an immaterial amount. This company provides building automation controls and solutions to commercial, institutional, and industrial customers. Its results of operations have been included within our United States mechanical construction and facilities services segment.
During calendar year 2024, we acquired seven companies for upfront consideration of $231.1 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) an electrical contractor in the Southeast region of the United States, that has been included in our United States electrical construction and facilities services segment, (b) two companies that have been included within our United States mechanical construction and facilities services segment, including: (i) a leading plumbing services provider in the Southeast region of the United States and (ii) a full service provider of mechanical construction and maintenance services in Central Texas, (c) three companies that have been included in our United States building services segment, including: (i) a provider of building automation and controls solutions in the Northeast region of the United States, (ii) a mechanical services company in the Western region of the United States, and (iii) a mechanical services company in the Eastern region of the United States, and (d) an instrumentation and electrical contractor, that has been included in our United States industrial services segment, which provides electrical, automation, digital integration, and fabrication services to various energy sector and process equipment customers. In connection with these acquisitions, we acquired working capital of $29.0 million and other net assets of $1.1 million, and have preliminarily ascribed $61.9 million to goodwill and $139.1 million to identifiable intangible assets.
15
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 4 - Acquisitions of Businesses (Continued)
We expect that all of the goodwill and identifiable intangible assets acquired in connection with these 2024 acquisitions will be deductible for tax purposes. The purchase price allocations for one of the businesses acquired in 2024 is preliminary and subject to change during its measurement period. Although not expected to be significant, as we finalize such purchase price allocation, adjustments may result in changes to the valuation of assets and liabilities acquired. The purchase price allocations for the other businesses acquired in 2024 have been finalized during their respective measurement periods with an insignificant impact.
NOTE 5 - Earnings Per Share
Calculation of Basic and Diluted Earnings per Common Share
The following table summarizes our calculation of Basic and Diluted Earnings per Common Share (“EPS”) for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share data):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator: | |||||||||||
Net income | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted average shares outstanding used to compute basic earnings per common share | |||||||||||
| Effect of dilutive securities—Share-based awards | |||||||||||
| Shares used to compute diluted earnings per common share | |||||||||||
| Basic earnings per common share | $ | $ | |||||||||
| Diluted earnings per common share | $ | $ | |||||||||
The number of share-based awards excluded from the computation of diluted EPS for the three months ended March 31, 2025 and 2024 because they would be anti-dilutive were 21,080 and 1,095 , respectively.
NOTE 6 - Inventories
Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Raw materials and construction materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Inventories | $ | $ | |||||||||
NOTE 7 - Debt
Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
Revolving credit facility | $ | $ | |||||||||
| Finance lease liabilities | |||||||||||
| Total debt | $ | $ | |||||||||
16
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 7 - Debt (Continued)
Credit Agreement
We have a credit agreement dated December 20, 2023 (the “2023 Credit Agreement”), which provides for a $1.3 billion revolving credit facility (the “2023 Revolving Credit Facility”) expiring December 20, 2028 . If additional lenders are identified and/or existing lenders are willing to increase their current commitments, we may increase the 2023 Revolving Credit Facility by an amount equal to the greater of: (a) $900 million or (b) the Company’s Adjusted EBITDA (as such term is defined in the 2023 Credit Agreement) for the twelve-month period ending immediately prior to the increase in commitment. We may allocate up to $600.0 million of available capacity under the 2023 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries.
As of March 31, 2025, we had $250.0 million in direct borrowings outstanding under the 2023 Revolving Credit Facility. There were no direct borrowings outstanding under the 2023 Revolving Credit Facility as of December 31, 2024. Outstanding letters of credit reduce the available capacity under this facility and, as of March 31, 2025 and December 31, 2024, we had $71.5 million and $71.2 million of letters of credit outstanding, respectively.
At the Company’s election, borrowings under the 2023 Revolving Credit Facility bear interest at either: (1) a base rate plus a margin of 0.125 % to 0.875 %, depending on the Company’s Leverage Ratio (as such term is defined in the 2023 Credit Agreement), or (2) a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for the applicable tenor plus 0.10 % (“Adjusted Term SOFR”) plus a margin of 1.125 % to 1.875 %, depending on the Company’s Leverage Ratio. The base rate is determined by the greater of: (a) the prime commercial lending rate announced by Bank of Montreal from time to time, (b) the federal funds effective rate, plus ½ of 1.00%, (c) Adjusted Term SOFR for a one-month tenor, plus 1.00 %, or (d) 0.00 %. The interest rate in effect at March 31, 2025 was 5.54 %.
A commitment fee is payable on the average daily unused amount of the 2023 Revolving Credit Facility, which ranges from 0.125 % to 0.25 %, depending on the Company’s Leverage Ratio. The fee was 0.125 0.85 % to 1.875 % of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed depending on the Company’s Leverage Ratio.
Obligations under the 2023 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2023 Credit Agreement contains customary covenants providing for, among other things, the maintenance of certain financial ratios and certain limitations on the payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures. We were in compliance with all such covenants as of March 31, 2025 and December 31, 2024.
Finance Lease Liabilities
The current portion of our finance lease liabilities of $ and $ at March 31, 2025 and December 31, 2024, respectively, were included in “Other accrued expenses and liabilities,” and the non-current portion of our finance lease liabilities of $ and $ at March 31, 2025 and December 31, 2024, respectively, were included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets.
NOTE 8 - Fair Value Measurements
For disclosure purposes, we utilize a fair value hierarchy to categorize qualifying assets and liabilities into three broad levels based on the priority of the inputs used to determine their fair values. The hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs, is comprised of the following three levels:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs, other than Level 1 inputs, that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 – Significant unobservable inputs that reflect the reporting entity’s own assumptions.
17
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 8 - Fair Value Measurements (Continued)
Recurring Fair Value Measurements
The following tables summarize the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands):
Assets at Fair Value as of March 31, 2025 | |||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Cash and cash equivalents (1) | $ | $ | $ | $ | |||||||||||||||||||
Deferred compensation plan assets (2) | |||||||||||||||||||||||
Restricted cash (3) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Assets at Fair Value as of December 31, 2024 | |||||||||||||||||||||||
| Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Cash and cash equivalents (1) | $ | $ | $ | $ | |||||||||||||||||||
Deferred compensation plan assets (2) | |||||||||||||||||||||||
Restricted cash (3) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
_________________________
(1)Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At March 31, 2025 and December 31, 2024, we had $363.3 million and $1,088.0 million, respectively, in money market funds. From time to time, we have cash balances in certain of our domestic bank accounts that exceed federally insured limits.
(2)Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.
Nonrecurring Fair Value Measurements
We have recorded goodwill and identifiable intangible assets in connection with our business acquisitions. Such assets are measured at fair value at the time of acquisition based on valuation techniques that appropriately represent the methods which would be used by other market participants in determining fair value. We determine the fair value of our trade name intangible assets by utilizing the relief from royalty payments methodology. This approach involves two steps: (a) estimating a reasonable royalty rate for the trade name and (b) applying this royalty rate to a net revenue stream and discounting the resulting cash flows to determine fair value. Key assumptions under this method are future revenues, royalty rate, and discount rate. The fair value of our intangible assets related to contract backlog and customer relationships is determined using the multi-period excess earnings method. Key assumptions in the valuation of customer relationship intangible assets are revenue growth, operating margin, customer attrition rate, and discount rate. Backlog intangible assets are based on future revenue from contracts already awarded at the time of acquisition. Key assumptions in the valuation of backlog intangible assets include operating margin and discount rate. Other assumptions utilized in these valuation techniques include tax rate and contributory asset charges.
In addition, goodwill, intangible assets, and certain other long-lived assets are tested for impairment using similar valuation methodologies to determine the fair value of such assets.
Periodically, we engage an independent third-party valuation specialist to assist with the valuation process, including the selection of appropriate methodologies and the development of market-based assumptions. The inputs used for these nonrecurring fair value measurements represent Level 3 inputs.
Fair Value of Financial Instruments
We believe that the carrying values of our financial instruments, which include accounts receivable and other financing commitments, approximate their fair values due primarily to their short-term maturities and low risk of counterparty default. The carrying value of the debt associated with our 2023 Credit Agreement approximates its fair value due to the variable rate on such debt.
18
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 9 - Income Taxes
The following table presents our income tax provision and our income tax rate for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Income tax provision | $ | $ | |||||||||
| Income tax rate | % | % | |||||||||
The difference between the U.S. statutory tax rate of 21 % and our effective income tax rate for both the three months ended March 31, 2025 and 2024 was primarily a result of state and local income taxes and other permanent book-to-tax differences.
The increase in our income tax provision for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, was predominantly due to greater income before income taxes. The decrease in our effective income tax rate for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was attributable to the impact of favorable discrete tax items during the first quarter of 2025 and a slight decrease in the state and local effective tax rate due to changes in the mix of earnings.
As of March 31, 2025 and December 31, 2024, we had no
We file a consolidated federal income tax return including all of our U.S. subsidiaries with the Internal Revenue Service. We additionally file income tax returns with various state, local, and foreign tax agencies. Our income tax returns are subject to audit by various taxing authorities and are currently under examination for the years 2020 through 2023.
NOTE 10 - Common Stock
As of March 31, 2025 and December 31, 2024, there were 45,330,671 and 45,810,125 shares of our common stock outstanding, respectively.
During the three months ended March 31, 2025 and 2024, we issued 52,275 and 68,073 shares of common stock, respectively. These shares were issued upon the satisfaction of required conditions under our share-based compensation plans.
We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.25 per share.
In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount authorized for repurchases under such program. In February 2025, our Board increased such amount by $500 million. Since the inception of the repurchase program, through March 31, 2025, the Board has authorized us to repurchase up to $3.15 billion of our outstanding common stock. During the three months ended March 31, 2025, we repurchased approximately 0.5 million shares of our common stock for approximately $218.7 million, inclusive of the applicable excise tax. Since the inception of the repurchase program through March 31, 2025, we have repurchased approximately 27.6 million shares of our common stock for approximately $2.61 billion. As of March 31, 2025, there remained authorization for us to repurchase approximately $540.8 million of our shares. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our 2023 Credit Agreement placing limitations on such repurchases.
NOTE 11 - Retirement Plans
The funded status of our defined benefit plans, which represents the difference between the fair value of plan assets and the projected benefit obligations, is recognized in the Consolidated Balance Sheets with a corresponding adjustment to accumulated other comprehensive income (loss). Gains and losses for the differences between actuarial assumptions and actual results are recognized through accumulated other comprehensive income (loss). These amounts will be subsequently recognized as net periodic pension income within the Consolidated Statements of Operations.
19
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 11 - Retirement Plans (Continued)
Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the UK Plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under such plan.
We also sponsor three domestic retirement plans in which participation by new individuals is frozen. Amounts related to these domestic retirement plans were de minimis for all periods presented.
Components of Net Periodic Pension Income
The components of net periodic pension income of the UK Plan for the three months ended March 31, 2025 and 2024 were as follows (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Interest cost | $ | $ | |||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Amortization of unrecognized loss | |||||||||||
Net periodic pension income | $ | ( | $ | ( | |||||||
NOTE 12 - Commitments and Contingencies
Severance Agreements
We have agreements with our executive officers and certain other key management personnel providing for severance benefits for such employees upon termination of their employment under certain circumstances.
Guarantees
In the ordinary course of business, we, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.
Surety Bonds
The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, surety bonds as a condition to the award of such contracts. These surety bonds are issued in return for premiums, which vary depending on the size and type of the bond, and secure our payment and performance obligations under such contracts. We have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our behalf. As of March 31, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $2.8 billion, which represents approximately 24 % of our total remaining performance obligations.
Surety bonds are sometimes provided to secure obligations for wages and benefits payable to or for certain of our employees, at the request of labor unions representing such employees. In addition, surety bonds may be issued as collateral for certain insurance obligations. As of March 31, 2025, we satisfied approximately $61.7 million of the collateral requirements of our insurance programs by utilizing surety bonds.
We are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future.
Hazardous Materials
We are subject to regulation with respect to the handling or disposal of certain materials used in the performance of our services, which are classified as hazardous or toxic by federal, state, and local agencies. Our practice is to avoid participation in projects principally involving the remediation or removal of such materials. However, when remediation is required as part of our contract performance, we believe we comply with all applicable regulations governing the discharge of hazardous materials into the environment or otherwise relating to the protection of the environment.
20
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 12 - Commitments and Contingencies (Continued)
Government Contracts
When we perform work as a federal government contractor/subcontractor or when we perform work on a project that has received federal government funding, we are subject to U.S. government audits and investigations relating to our operations, which such audits may result in fines, penalties and compensatory and treble damages, and possible suspension or debarment from doing business with the government. Based on currently available information, we believe the outcome of ongoing government disputes and investigations will not have a material impact on our financial position, results of operations, or liquidity.
Legal Proceedings
We face potential exposure in several legal proceedings in which damages or claims (including, without limitation, indemnification claims by named defendants in legal proceedings in which we are not a party) have been asserted against us. We believe that we have valid defenses to such proceedings and claims, but litigation is inherently uncertain. We additionally maintain insurance coverage for certain of these matters, although these policies do not cover all possible claims and certain of the policies are subject to large deductibles and retentions. We do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. We record a loss contingency if we consider the potential loss from a proceeding or claim probable, and we are able to reasonably estimate the amount or can reasonably determine a range of loss. We provide disclosure when we believe a loss in excess of any recorded provision is reasonably possible. Significant judgment is required in these determinations. As additional information becomes available, we reassess prior determinations and may change our estimates. Additional claims may be asserted against us in the future. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance. A litigation matter for which liabilities have not been recorded could be decided unfavorably to us, and any such unfavorable decision could have a material adverse effect on our financial position, results of operations, or liquidity.
Insurance Liabilities
NOTE 13 - Additional Cash Flow Information
The following table presents additional cash flow information for the three months ended March 31, 2025 and 2024 (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | $ | $ | |||||||||
21
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 14 - Segment Information
We are one of the largest specialty contractors in the United States and a leading provider of electrical and mechanical construction and facilities services, building services, and industrial services. Our services are provided to a broad range of commercial, technology, manufacturing, industrial, healthcare, utility, and institutional customers through approximately 100 operating subsidiaries. Such operating subsidiaries are organized into the following reportable segments, which additionally reflect the nature of the services offered and their geographical location:
•United States electrical construction and facilities services;
•United States mechanical construction and facilities services;
•United States building services;
•United States industrial services; and
•United Kingdom building services.
Our chief operating decision maker (“CODM”) is our Chairman, President, and Chief Executive Officer. Our CODM is responsible for assessing performance of the Company and each of our reportable segments as well as allocating resources, including personnel and capital resources. The measure of segment profit or loss utilized by our CODM is operating income. Our CODM evaluates segment performance by comparing historical, actual, and forecasted operating income on a regular basis. The accounting policies of our reportable segments are the same as those applied at the consolidated financial statement level.
The following tables present the revenues and operating income for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues from unrelated entities: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Consolidated revenues | $ | $ | |||||||||
| Total revenues: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Less intersegment revenues | ( | ( | |||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Consolidated revenues | $ | $ | |||||||||
22
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 14 - Segment Information (Continued)
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating income (loss): | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
| Corporate administration | ( | ( | |||||||||
Consolidated operating income | |||||||||||
| Other items: | |||||||||||
Net periodic pension income | |||||||||||
Interest income, net | |||||||||||
| Income before income taxes | $ | $ | |||||||||
The following tables provide the significant expenses that are regularly provided to and reviewed by our CODM for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Cost of sales: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Consolidated cost of sales | $ | $ | |||||||||
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Selling, general and administrative expenses: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Corporate administration | |||||||||||
| Consolidated selling, general and administrative expenses | $ | $ | |||||||||
23
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 14 - Segment Information (Continued)
The following tables present other financial information for each of our reportable segments for the three months ended March 31, 2025 and 2024 (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Depreciation and amortization of property, plant, and equipment: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Corporate administration | |||||||||||
| Total depreciation and amortization of property, plant, and equipment | $ | $ | |||||||||
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Amortization of identifiable intangible assets: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
| Total amortization of identifiable intangible assets | $ | $ | |||||||||
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Capital expenditures: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
Corporate administration | |||||||||||
| Total capital expenditures | $ | $ | |||||||||
24
EMCOR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 14 - Segment Information (Continued)
The following table presents the total assets for each of our reportable segments as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Total assets: | |||||||||||
| United States electrical construction and facilities services | $ | $ | |||||||||
| United States mechanical construction and facilities services | |||||||||||
| United States building services | |||||||||||
| United States industrial services | |||||||||||
| Total United States operations | |||||||||||
| United Kingdom building services | |||||||||||
| Corporate administration | |||||||||||
| Total assets | $ | $ | |||||||||
25
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | ||||
Business Description
We are one of the largest specialty contractors in the United States and a leading provider of electrical and mechanical construction and facilities services, building services, and industrial services. Our services are provided to a broad range of commercial, technology, manufacturing, industrial, healthcare, utility, and institutional customers through approximately 100 operating subsidiaries. Such operating subsidiaries are organized into the following reportable segments:
•United States electrical construction and facilities services;
•United States mechanical construction and facilities services;
•United States building services;
•United States industrial services; and
•United Kingdom building services.
We refer to our United States electrical construction and facilities services segment and our United States mechanical construction and facilities services segment together as our United States construction segments.
For a more complete description of our operations, refer to Item 1. Business of our Form 10-K for the year ended December 31, 2024.
Overview
The following table presents selected financial data for the quarters ended March 31, 2025 and 2024 (in thousands, except for percentages and per share data):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | $ | 3,867,372 | $ | 3,432,276 | |||||||
| Revenues increase from prior year | 12.7 | % | 18.7 | % | |||||||
| Gross profit | $ | 722,718 | $ | 589,309 | |||||||
| Gross profit as a percentage of revenues | 18.7 | % | 17.2 | % | |||||||
| Operating income | $ | 318,756 | $ | 259,953 | |||||||
| Operating income as a percentage of revenues | 8.2 | % | 7.6 | % | |||||||
Net income | $ | 240,677 | $ | 197,149 | |||||||
| Diluted earnings per common share | $ | 5.26 | $ | 4.17 | |||||||
Revenues of $3.87 billion for the quarter ended March 31, 2025 set a new quarterly record for the Company and represent an increase of 12.7% from revenues of $3.43 billion for the quarter ended March 31, 2024. Demand for our services continues to be strong across most of the market sectors we serve and, as described in further detail below, we experienced revenue growth within all of our reportable segments, except for our United States building services segment. Revenues for the first quarter of 2025 included incremental acquisition contribution of approximately $250.9 million.
Operating income for the quarter ended March 31, 2025 was $318.8 million, or 8.2% of revenues, establishing new records for the Company with respect to a first quarter. This compares to operating income of $260.0 million, or 7.6% of revenues, for the quarter ended March 31, 2024. The $58.8 million increase in operating income, and corresponding 60 basis point expansion in operating margin, were predominantly a result of improved operating performance within our United States construction segments, as described in further detail below. Operating income for the quarter ended March 31, 2025 included incremental acquisition contribution of $14.2 million, net of amortization expense attributable to identifiable intangible assets of $10.5 million.
Net income of $240.7 million, or $5.26 per diluted share, for the quarter ended March 31, 2025 compares favorably to net income of $197.1 million, or $4.17 per diluted share, for the quarter ended March 31, 2024. While the majority of the increase in our net income and diluted earnings per share was a result of the increased operating income referenced above, diluted earnings per share for the quarter ended March 31, 2025 additionally benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout 2024 and the first quarter of 2025.
26
Impact of Acquisitions
In order to provide a more meaningful period-over-period discussion of our operating results, we may discuss amounts generated or incurred (revenues, gross profit, selling, general and administrative expenses, and operating income) from companies acquired. The amounts discussed reflect the acquired companies’ operating results in the current reported period only for the time period these entities were not owned by EMCOR in the comparable prior reported period. For further discussion regarding our acquisitions, refer to Note 4 - Acquisitions of Businesses of the notes to consolidated financial statements.
During the first quarter of 2025, we completed the acquisition of Miller Electric Company (“Miller Electric”), a leading electrical contractor predominantly operating across the Southeastern United States. The results of operations for Miller Electric have been included within our United States electrical construction and facilities services segment. In addition to Miller Electric, we acquired a company which provides building automation controls and solutions to commercial, institutional, and industrial customers. Although de minimis, the results of operations for such acquisition have been included within our United States mechanical construction and facilities services segment.
We acquired seven companies during calendar year 2024 for upfront consideration of $231.1 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) an electrical contractor in the Southeast region of the United States, that has been included in our United States electrical construction and facilities services segment, (b) two companies that have been included within our United States mechanical construction and facilities services segment, including: (i) a leading plumbing services provider in the Southeast region of the United States and (ii) a full service provider of mechanical construction and maintenance services in Central Texas, (c) three companies that have been included in our United States building services segment, including: (i) a provider of building automation and controls solutions in the Northeast region of the United States, (ii) a mechanical services company in the Western region of the United States, and (iii) a mechanical services company in the Eastern region of the United States, and (d) an instrumentation and electrical contractor, that has been included in our United States industrial services segment, which provides electrical, automation, digital integration, and fabrication services to various energy sector and process equipment customers.
Results of Operations
Revenues
The following table presents our operating segment revenues from unrelated entities and their respective percentages of total revenues (in thousands, except for percentages):
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| United States electrical construction and facilities services | $ | 1,087,844 | 28 | % | $ | 764,711 | 22 | % | |||||||||||||||
| United States mechanical construction and facilities services | 1,572,602 | 41 | % | 1,427,665 | 42 | % | |||||||||||||||||
| United States building services | 742,623 | 19 | % | 781,160 | 23 | % | |||||||||||||||||
| United States industrial services | 359,002 | 9 | % | 354,053 | 10 | % | |||||||||||||||||
| Total United States operations | 3,762,071 | 97 | % | 3,327,589 | 97 | % | |||||||||||||||||
| United Kingdom building services | 105,301 | 3 | % | 104,687 | 3 | % | |||||||||||||||||
Consolidated revenues | $ | 3,867,372 | 100 | % | $ | 3,432,276 | 100 | % | |||||||||||||||
As described in more detail below, due to strong demand for our services across most of the market sectors we serve, our consolidated revenues for the first quarter of 2025 increased to $3.87 billion compared to $3.43 billion for the first quarter of 2024. While the most significant revenue growth was experienced within our United States construction segments, we generated greater revenues within all of our reportable segments, except for our United States building services segment. Revenues for the first quarter of 2025 included incremental acquisition contribution of approximately $250.9 million.
Revenues of our United States electrical construction and facilities services segment were $1,087.8 million for the three months ended March 31, 2025, an increase of $323.1 million compared to revenues of $764.7 million for the three months ended March 31, 2024. This segment’s results included $186.3 million of incremental acquisition revenues, almost entirely from Miller Electric. From a market sector perspective, increased revenues were generated from all of the sectors we serve, except for the manufacturing and industrial market sector, which experienced a modest decline year-over-year. While the largest increase in revenues was seen within the network and communications market sector, predominantly driven by greater demand for data center construction projects, this segment additionally experienced notable increases in revenues from: (a) the healthcare market sector, as a result of greater project activity across several of the geographies in which we operate, (b) the transportation market sector, due to certain infrastructure projects currently underway, and (c) the institutional market sector, given an increase in revenues from certain public sector projects.
27
Our United States mechanical construction and facilities services segment revenues for the three months ended March 31, 2025 were $1,572.6 million, a $144.9 million increase compared to revenues of $1,427.7 million for the three months ended March 31, 2024. This segment’s results included $47.3 million of incremental acquisition revenues. Similar to our United States electrical construction and facilities services segment, this segment generated the most significant increase in revenues from the network and communications market sector due to greater demand for data center construction projects. In addition to data centers, notable revenue growth was experienced within: (a) the healthcare market sector, primarily throughout the Southeast region of the United States, inclusive of incremental contribution from acquired companies, (b) the hospitality and entertainment market sector, given increased project activity in the Western region of the United States, and (c) the water and wastewater market sector, driven by several projects within the Southeast region of the United States. Further contributing to the revenue increase within this segment was a greater level of service volume. These increases were partially offset by revenue declines from: (a) the commercial market sector, as a result of: (i) fewer active warehousing and distribution projects for certain of our e-commerce customers and (ii) the completion or substantial completion of certain tenant fit-out or office projects, and (b) the high-tech manufacturing market sector as we work towards completion of the initial phases of certain semiconductor manufacturing construction projects.
Revenues of our United States building services segment for the three months ended March 31, 2025 were $742.6 million compared to revenues of $781.2 million for the three months ended March 31, 2024. Excluding incremental acquisition contribution of $2.6 million, this segment’s revenues for the three months ended March 31, 2025 decreased by $41.1 million as the strength of its mechanical services division was more than offset by revenue declines within its commercial site-based and government site-based services divisions due to the loss of certain facilities maintenance contracts not renewed pursuant to rebid. With respect to this segment’s mechanical services division, revenue growth was experienced from: (a) HVAC project and retrofit work, as demand for these services remained strong, partially as our customers continue to seek ways to improve the energy efficiency of their facilities, (b) service repair and maintenance volumes, given growth in our service contract base, and (c) building automation and controls projects, as we continue to expand our service offerings in this area.
Revenues of our United States industrial services segment for the three months ended March 31, 2025 were $359.0 million, compared to revenues of $354.1 million for the three months ended March 31, 2024. This segment’s results included $14.7 million of incremental acquisition revenues. Excluding such acquisition contribution, the reduction in this segment’s revenues resulted primarily from the deferral or delay of planned turnaround projects, partially due to abnormal weather conditions within the Gulf Coast region.
For the three months ended March 31, 2025, our United Kingdom building services segment generated revenues of $105.3 million, a slight increase from the $104.7 million generated during the three months ended March 31, 2024. A modest reduction in facilities maintenance revenues was more than offset by increased project work largely within the manufacturing and industrial and network and communications market sectors.
Cost of sales and gross profit
The following table presents our cost of sales, gross profit (revenues less cost of sales), and gross profit as a percentage of revenues (“gross profit margin”) (in thousands, except for percentages):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cost of sales | $ | 3,144,654 | $ | 2,842,967 | |||||||
| Gross profit | $ | 722,718 | $ | 589,309 | |||||||
| Gross profit margin | 18.7 | % | 17.2 | % | |||||||
Our gross profit for the three months ended March 31, 2025 was $722.7 million, or 18.7% of revenues, compared to gross profit of $589.3 million, or 17.2% of revenues, for the three months ended March 31, 2024. The year-over-year increase in gross profit and the expansion in gross profit margin were driven by both of our United States construction segments, as well as our United States building services segment in each case due to an improved revenue mix and excellent project execution. Our gross profit for the three months ended March 31, 2025 included incremental acquisition contribution of $41.8 million net of amortization expense attributable to identifiable intangible assets of $5.4 million.
28
Selling, general and administrative expenses
The following table presents our selling, general and administrative expenses (“SG&A”) and selling, general and administrative expenses as a percentage of revenues (“SG&A margin”) (in thousands, except for percentages):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Selling, general and administrative expenses | $ | 403,962 | $ | 329,356 | |||||||
| SG&A margin | 10.4 | % | 9.6 | % | |||||||
Our selling, general and administrative expenses for the three months ended March 31, 2025 were $404.0 million, or 10.4% of revenues, compared to selling, general and administrative expenses of $329.4 million, or 9.6% of revenues, for the three months ended March 31, 2024. Selling, general and administrative expenses for the three months ended March 31, 2025 included: (a) $27.5 million of incremental expenses directly related to companies acquired, including amortization expense attributable to identifiable intangible assets of $5.1 million, and (b) $9.4 million of transaction related costs incurred in connection with the acquisition of Miller Electric.
Excluding incremental expenses resulting from acquisitions, our selling, general and administrative expenses increased by $37.7 million, primarily as a result of greater: (a) salaries and related employment expenses, due to additional headcount to support our organic revenue growth as well as annual cost of living adjustments, (b) incentive compensation expense, predominantly within our United States construction segments, given higher projected annual operating results, and (c) computer hardware and software costs due to various information technology and cybersecurity initiatives currently in process. These increases were partially offset by a decrease in the provision for credit losses year-over-year.
The 80 basis point year-over-year increase in our SG&A margin was primarily due to: (a) improved gross profit and gross profit margin, which resulted in the above referenced increase in incentive compensation expense across certain of our operating subsidiaries, (b) a decrease in revenues, without a commensurate decrease in selling, general and administrative expenses, within our United States building services segment, and (c) the impact of the $9.4 million of transaction related costs referenced above.
Operating income (loss)
The following table presents our operating income (loss) and operating income (loss) as a percentage of segment revenues (“operating margin”) (in thousands, except for percentages):
For the three months ended March 31, | |||||||||||||||||||||||
| 2025 | % of Segment Revenues | 2024 | % of Segment Revenues | ||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| United States electrical construction and facilities services | $ | 136,057 | 12.5 | % | $ | 91,589 | 12.0 | % | |||||||||||||||
| United States mechanical construction and facilities services | 186,747 | 11.9 | % | 150,720 | 10.6 | % | |||||||||||||||||
| United States building services | 36,423 | 4.9 | % | 33,459 | 4.3 | % | |||||||||||||||||
| United States industrial services | 6,760 | 1.9 | % | 17,966 | 5.1 | % | |||||||||||||||||
| Total United States operations | 365,987 | 9.7 | % | 293,734 | 8.8 | % | |||||||||||||||||
| United Kingdom building services | 4,987 | 4.7 | % | 5,377 | 5.1 | % | |||||||||||||||||
| Corporate administration | (52,218) | — | (39,158) | — | |||||||||||||||||||
Consolidated operating income | 318,756 | 8.2 | % | 259,953 | 7.6 | % | |||||||||||||||||
| Other items: | |||||||||||||||||||||||
Net periodic pension income | 54 | 222 | |||||||||||||||||||||
Interest income, net | 5,387 | 7,541 | |||||||||||||||||||||
| Income before income taxes | $ | 324,197 | $ | 267,716 | |||||||||||||||||||
Operating income for the three months ended March 31, 2025 was $318.8 million, an increase of $58.8 million compared to operating income of $260.0 million for the three months ended March 31, 2024. Operating margin for the three months ended March 31, 2025 was 8.2% compared to an operating margin of 7.6% for the three months ended March 31, 2024.
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As described in more detail below, these increases in profitability were predominantly a result of improved operating performance within our United States construction segments, due to a more favorable mix of work and better project execution, including enhanced productivity, due in part to investments in virtual design and construction, prefabrication, and automation. Operating income for the three months ended March 31, 2025 included incremental acquisition contribution of $14.2 million net of amortization expense attributable to identifiable intangible assets of $10.5 million.
Operating income of our United States electrical construction and facilities services segment was $136.1 million, or 12.5% of revenues, for the three months ended March 31, 2025, compared to $91.6 million, or 12.0% of revenues, for the three months ended March 31, 2024. Operating income and operating margin of this segment benefited from greater gross profit and gross profit margin due to an increase in revenues, excellent project execution, and a more favorable mix of work. While the most significant increase in gross profit was generated within the network and communications market sector, this segment additionally experienced increases within the majority of the other market sectors in which we operate. Largely driven by Miller Electric, this segment’s operating income included incremental acquisition contribution of $12.0 million, net of amortization expense attributable to identifiable intangible assets of $8.0 million.
Our United States mechanical construction and facilities services segment’s operating income for the three months ended March 31, 2025 was $186.7 million, or 11.9% of revenues, compared to operating income of $150.7 million, or 10.6% of revenues, for the three months ended March 31, 2024. Similar to our United States electrical construction and facilities services segment, this improved performance was a result of greater gross profit and gross profit margin due to an increase in revenues, excellent project execution, and a more favorable mix of work. From a market sector perspective, this segment also experienced greater profitability across the majority of the sectors in which we operate, with the most significant increases in gross profit coming from the network and communications and high-tech manufacturing market sectors. Despite the reduction in high-tech manufacturing revenues referenced above, favorable progression on a number of contracts resulted in greater profitability within the quarter. This segment’s operating income included incremental acquisition contribution of $2.6 million, net of amortization expense attributable to identifiable intangible assets of $1.6 million. Partially offsetting these increases was a reduction in gross profit from the commercial market sector, primarily as a result of the reduced revenues previously referenced.
Operating income of our United States building services segment was $36.4 million, or 4.9% of revenues, for the three months ended March 31, 2025 compared to $33.5 million, or 4.3% of revenues, for the three months ended March 31, 2024. For the first quarter of 2025, this segment experienced an increase in gross profit and gross profit margin from its mechanical services division, due to greater profitability across its portfolio of HVAC retrofits, building automation and controls projects, and repair service work orders. These increases were partially offset by reductions in gross profit and gross profit margin from the segment’s commercial site-based services and government site-based services divisions given the loss of the previously referenced facilities maintenance contracts. The results of this segment for the prior year period included an $11.0 million reserve for a specific customer bankruptcy within its commercial site-based services division, which negatively impacted the segment’s operating margin by 140 basis points for the three months ended March 31, 2024.
Our United States industrial services segment reported operating income of $6.8 million, or 1.9% of revenues, for the three months ended March 31, 2025, compared to $18.0 million, or 5.1% of revenues, for the three months ended March 31, 2024. The decreases in operating income and operating margin of this segment were primarily a result of: (a) a less favorable revenue mix when compared to the prior year period, which benefited from turnaround projects of a greater size as well as a large renewable fuel project, (b) the impact of the aforementioned project deferrals and delays, which resulted in a greater amount of unabsorbed labor costs, and (c) a $4.0 million increase in the allowance for credit losses, which negatively impacted the operating margin of this segment by 110 basis points.
Operating income of our United Kingdom building services segment was $5.0 million, or 4.7% of revenues, for the three months ended March 31, 2025, compared to $5.4 million, or 5.1% of revenues, for the three months ended March 31, 2024. The slight decrease in operating income and the reduction in operating margin were due to certain mobilization costs incurred during the first quarter of 2025 as a result of the recent award of a facilities maintenance contract by a new customer.
Our corporate administration expenses for the three months ended March 31, 2025 were $52.2 million, compared to $39.2 million for the three months ended March 31, 2024. The increase in corporate expenses was primarily due to: (a) $9.4 million in transaction related costs incurred in connection with the acquisition of Miller Electric, and (b) greater computer hardware and software costs, due to various information technology and cybersecurity initiatives currently in process.
Other items
Net interest income for the three months ended March 31, 2025 was $5.4 million compared to net interest income of $7.5 million for the three months ended March 31, 2024. The year-over-year decrease in net interest income was a result of an increase in interest expense, given the outstanding borrowings under our revolving credit facility during the first quarter of 2025, coupled with a reduction in interest income due to a lower average rate earned on our invested cash.
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For the three months ended March 31, 2025, our income tax provision was $83.5 million compared to an income tax provision of $70.6 million for the three months ended March 31, 2024. Our effective income tax rate for the three months ended March 31, 2025 was 25.8% compared to an effective income tax rate for the three months ended March 31, 2024 of 26.4%. Refer to Note 9 - Income Taxes of the notes to consolidated financial statements for further discussion regarding our income tax provision and effective income tax rate.
Remaining Unsatisfied Performance Obligations
The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentage of total remaining performance obligations (in thousands, except for percentages):
March 31, 2025 | % of Total | December 31, 2024 | % of Total | March 31, 2024 | % of Total | ||||||||||||||||||||||||||||||
| Remaining performance obligations: | |||||||||||||||||||||||||||||||||||
| United States electrical construction and facilities services | $ | 4,284,106 | 36 | % | $ | 3,068,396 | 31 | % | $ | 2,551,430 | 28 | % | |||||||||||||||||||||||
| United States mechanical construction and facilities services | 5,751,004 | 49 | % | 5,463,096 | 54 | % | 4,997,257 | 54 | % | ||||||||||||||||||||||||||
| United States building services | 1,289,585 | 11 | % | 1,246,642 | 12 | % | 1,351,585 | 15 | % | ||||||||||||||||||||||||||
| United States industrial services | 224,832 | 2 | % | 138,599 | 1 | % | 111,935 | 1 | % | ||||||||||||||||||||||||||
| Total United States operations | 11,549,527 | 98 | % | 9,916,733 | 98 | % | 9,012,207 | 98 | % | ||||||||||||||||||||||||||
| United Kingdom building services | 200,526 | 2 | % | 185,466 | 2 | % | 163,145 | 2 | % | ||||||||||||||||||||||||||
| Total operations | $ | 11,750,053 | 100 | % | $ | 10,102,199 | 100 | % | $ | 9,175,352 | 100 | % | |||||||||||||||||||||||
Our remaining performance obligations at March 31, 2025 were approximately $11.75 billion compared to approximately $10.10 billion at December 31, 2024 and approximately $9.18 billion at March 31, 2024. When compared to December 31, 2024, remaining performance obligations increased by approximately $1.65 billion. Such increase was driven by the acquisition of Miller Electric, which added approximately $1.0 billion of remaining performance obligations as of March 31, 2025, as well as new contract awards across all of our reportable segments. From a market sector perspective, the most significant growth was experienced within: (a) network and communications, largely as a result of several data center construction contracts, (b) healthcare, (c) manufacturing and industrial, including certain food processing construction projects, (d) water and wastewater, and (e) hospitality and entertainment. Partially offsetting these increases was a decrease in remaining performance obligations within the high-tech manufacturing market sector, primarily as a result of progress made on certain semiconductor construction projects.
See Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for further disclosure regarding our remaining performance obligations.
Liquidity and Capital Resources
The following section discusses our principal liquidity and capital resources, as well as our primary liquidity requirements and sources and uses of cash.
We are focused on the efficient conversion of operating income into cash to provide for the Company’s material cash requirements, including working capital needs, investment in our growth strategies through business acquisitions and capital expenditures, satisfaction of contractual commitments, including principal and interest payments on any outstanding indebtedness, and shareholder return through share repurchases and dividend payments. We strive to maintain a balanced approach to capital allocation in order to achieve growth, deliver value, and minimize risk.
Management monitors financial markets and overall economic conditions for factors that may affect our liquidity and capital resources and adjusts our capital allocation strategy as necessary. Negative macroeconomic trends could have an adverse effect on future liquidity if we experience delays in the payment of outstanding receivables beyond normal payment terms, an increase in credit losses, or significant increases in the price of commodities or the materials and equipment utilized for our project and service work, beyond those experienced to date. In addition, during economic downturns, there have typically been fewer small discretionary projects from the private sector and our competitors have aggressively bid larger long-term infrastructure and public sector contracts. Our liquidity is also impacted by: (a) the type and length of construction contracts in place, as performance of long duration contracts typically requires greater amounts of working capital, (b) the level of turnaround activities within our United States industrial services segment, as such projects are billed in arrears pursuant to contractual terms that are standard within the industry, and (c) the billing terms of our maintenance contracts, including those within our United States and United Kingdom building services segments. While we strive to negotiate favorable billing terms, which allow us to invoice in advance of costs incurred on certain of our contracts, there can be no assurance that such terms will be agreed to by our customers.
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As of March 31, 2025, we had cash and cash equivalents, excluding restricted cash, of $576.7 million, which are maintained in depository accounts and highly liquid investments with original maturity dates of three months or less. Both our short-term and long-term liquidity requirements are expected to be met through our cash and cash equivalent balances, cash generated from our operations, and, as necessary, the borrowing capacity under our revolving credit facility. Our credit agreement provides for a $1.30 billion revolving credit facility, for which there was $978.5 million of available capacity as of March 31, 2025.
Refer to Note 7 - Debt of the notes to consolidated financial statements for further information regarding our credit agreement. Based upon our current credit rating and financial position, we can also reasonably expect to be able to secure long-term debt financing if required to achieve our strategic objectives; however, no assurances can be made that such debt financing will be available on favorable terms. We believe that we have sufficient financial resources available to meet our short-term and foreseeable long-term liquidity requirements.
Cash Flows
The following table presents a summary of our operating, investing, and financing cash flows (in thousands):
For the three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 108,471 | $ | 132,264 | |||||||
| Net cash used in investing activities | $ | (875,441) | $ | (19,439) | |||||||
| Net cash used in financing activities | $ | (829) | $ | (58,948) | |||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | $ | 4,869 | $ | (1,140) | |||||||
(Decrease) increase in cash, cash equivalents, and restricted cash | $ | (762,930) | $ | 52,737 | |||||||
During the three months ended March 31, 2025, our cash balance, including cash equivalents and restricted cash, decreased by approximately $762.9 million from $1,340.4 million at December 31, 2024 to $577.5 million at March 31, 2025. Changes in our cash position from December 31, 2024 to March 31, 2025 are described in further detail below.
Operating Activities – Operating cash flows generally represent our net income as adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities for the three months ended March 31, 2025 was approximately $108.5 million compared to approximately $132.3 million for the three months ended March 31, 2024. The decrease in our operating cash flow period-over-period was a result of an increase in working capital, primarily on our construction projects, given the progression on a number of contracts for which we were previously billed ahead. As we worked through these upfront payments, we saw the expected decrease in operating cash as our cash outflows exceeded our inflows on these projects. Such decrease was partially offset by an increase in our net income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Investing Activities – Investing cash flows consist primarily of payments for acquisition of businesses, capital expenditures, and proceeds from the sale or disposal of property, plant, and equipment. Net cash used in investing activities for the three months ended March 31, 2025 increased by approximately $856.0 million compared to the three months ended March 31, 2024, predominantly due to the acquisition of Miller Electric.
Financing Activities – Financing cash flows consist primarily of the issuance and repayment of short-term and long-term debt, repurchases of common stock, payments of dividends to stockholders, and the issuance of common stock through certain equity plans. Net cash used in financing activities was $0.8 million for the three months ended March 31, 2025 compared to $58.9 million for the three months ended March 31, 2024. The $58.1 million variance was primarily due to $250.0 million in borrowings made under our revolving credit facility, partially offset by a $185.8 million increase in common stock repurchases made by us during the first quarter of 2025. The timing of common stock repurchases is at management’s discretion subject to securities laws and other legal requirements and depends upon several factors, including market and business conditions, current and anticipated future liquidity, share price, and share availability, among others. For additional detail regarding our share repurchase program, refer to Note 10 - Common Stock of the notes to consolidated financial statements.
We currently pay a regular quarterly dividend of $0.25 per share. For the three months ended March 31, 2025 and 2024, cash payments related to dividends were $11.5 million and $8.5 million, respectively. Our credit agreement places limitations on the payment of dividends on our common stock. However, we do not believe that the terms of such agreement currently materially limit our ability to pay such quarterly dividends for the foreseeable future.
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash – We are exposed to fluctuations in foreign currency exchange rates, almost entirely with respect to the British pound. Therefore, the $6.0 million variance between the three months ended March 31, 2025 and 2024 was a direct result of exchange rate movements for the British pound versus the United States dollar.
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Material Cash Requirements from Contractual and Other Obligations
As of March 31, 2025, our short-term and long-term material cash requirements for known contractual and other obligations were as follows:
Outstanding Debt and Interest Payments – As of March 31, 2025, we had $250.0 million in direct borrowings outstanding under our revolving credit facility. Future interest payments will be determined based on prevailing interest rates at that time. Refer to Note 7 - Debt of the notes to consolidated financial statements for further detail of our debt obligations, including our revolving credit facility.
Operating and Finance Leases – In the normal course of business, we lease real estate, vehicles, and equipment under various arrangements which are classified as either operating or finance leases. Future payments for such leases, excluding leases with initial terms of one year or less, were $454.3 million at March 31, 2025, with $106.0 million payable within the next 12 months.
Open Purchase Obligations – As of March 31, 2025, we had $2.72 billion of open purchase obligations, of which payments totaling approximately $2.31 billion are expected to become due within the next 12 months. These obligations represent open purchase orders to suppliers and subcontractors related to our construction and services contracts. These purchase orders are not reflected in the Consolidated Balance Sheets and are not expected to impact future liquidity as amounts should be recovered through customer billings.
Insurance Obligations – As described in further detail in Note 12 - Commitments and Contingencies of the notes to consolidated financial statements, we have loss payment deductibles and/or self-insured retentions for certain insurance matters. As of March 31, 2025, our insurance liabilities, net of estimated recoveries, were $247.2 million. Of this net amount, approximately $57.0 million is estimated to be payable within the next 12 months. Due to many uncertainties inherent in resolving these matters, it is not practical to estimate these payments beyond such period. To the extent that the amount required to settle claims covered by insurance continues to increase, the cost of our insurance coverage, including premiums and deductibles, is likely to increase.
Contingent Consideration Liabilities – We have incurred liabilities related to contingent consideration arrangements associated with certain acquisitions, payable in the event discrete performance objectives are achieved by the acquired businesses during designated post-acquisition periods. The aggregate amount of these liabilities can change due to additional business acquisitions, settlement of outstanding liabilities, changes in the fair value of amounts owed based on performance during such post-acquisition periods, and accretion in present value. As of March 31, 2025, the present value of expected future payments relating to these contingent consideration arrangements was $28.6 million. Of this amount, $20.0 million is estimated as being payable within the next 12 months, with the remainder due pursuant to the terms of our contractual agreements, some of which extend into 2027.
In addition, material cash requirements for other potential obligations, for which we cannot reasonably estimate future payments, include the following:
Legal Proceedings – We are involved in several legal proceedings in which damages and claims have been asserted against us. While litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance, we do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. Refer to Note 12 - Commitments and Contingencies of the notes to consolidated financial statements for more information regarding legal proceedings.
Multiemployer Benefit Plans – In addition to our Company sponsored benefit plans, we participate in certain multiemployer pension and other post-retirement plans. The cost of these plans is equal to the annual required contributions determined in accordance with the provisions of negotiated collective bargaining agreements. Our future contributions to the multiemployer plans are dependent upon a number of factors. Amounts of future contributions that we would be contractually obligated to make pursuant to these plans cannot be reasonably estimated. Refer to Note 14 - Retirement Plans of the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2024 for more information regarding multiemployer benefit plans.
Off-Balance Sheet Arrangements and Other Commercial Commitments
The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, surety bonds as a condition to the award of such contracts. These surety bonds are issued in return for premiums, which vary depending on the size and type of the bond, and secure our payment and performance obligations under such contracts. We have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our behalf. As of March 31, 2025, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was approximately $2.8 billion, which represents approximately 24% of our total remaining performance obligations.
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Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract completion in certain circumstances. Such amounts can also fluctuate from period to period based upon the mix and level of our bonded operating activity. For example, public sector contracts require surety bonds more frequently than private sector contracts and, accordingly, our bonding requirements typically increase as the amount of our public sector work increases. Our estimated maximum exposure as it relates to the value of the surety bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a surety bond generally extinguishes concurrently with the expiration of its related contractual obligation.
Surety bonds are sometimes provided to secure obligations for wages and benefits payable to or for certain of our employees, at the request of labor unions representing such employees. In addition, surety bonds or letters of credit may be issued as collateral for certain insurance obligations. As of March 31, 2025, we satisfied approximately $61.7 million and $71.2 million of the collateral requirements of our insurance programs by utilizing surety bonds and letters of credit, respectively. All such letters of credit were issued under our revolving credit facility, therefore reducing the available capacity of such facility.
We are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future.
From time to time, we discuss with our current and other surety bond providers the amounts of surety bonds that may be available to us based on our financial strength and the absence of any default by us on any surety bond issued on our behalf and believe those amounts are currently adequate for our needs. However, if we experience changes in our bonding relationships or if there are adverse changes in the surety industry, we may: (a) seek to satisfy certain customer requests for surety bonds by posting other forms of collateral in lieu of surety bonds, such as letters of credit, parent company guarantees, or cash, in order to convince customers to forego the requirement for surety bonds, (b) increase our activities in our businesses that rarely require surety bonds, and/or (c) refrain from bidding for certain projects that require surety bonds.
There can be no assurance that we would be able to effectuate alternatives to providing surety bonds to our customers or to obtain, on favorable terms, sufficient additional work that does not require surety bonds. Accordingly, a reduction in the availability of surety bonds could have a material adverse effect on our financial position, results of operations, and/or cash flows.
In the ordinary course of business, we, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.
We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein.
New Accounting Pronouncements
We review new accounting standards to determine the expected impact, if any, that the adoption of such standards will have on our financial position and/or results of operations. See Note 2 - New Accounting Pronouncements of the notes to consolidated financial statements for further information regarding new accounting standards, including the anticipated dates of adoption and the effects on our consolidated financial position, results of operations, or liquidity.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements is based on the application of significant accounting policies, which require management to make estimates and assumptions. Our significant accounting policies are described further in Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2024. We base our estimates on historical experience, known or expected trends, third-party valuations, and various other assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. There have been no significant changes to our critical accounting policies or methods during the three months ended March 31, 2025.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We have not used any derivative financial instruments during the three months ended March 31, 2025, including trading or speculating on changes in interest rates or commodity prices of materials used in our business.
We are exposed to market risk for changes in interest rates for borrowings under our revolving credit facility, which bear interest at variable rates. Although the Federal Reserve Board began to decrease the federal funds rate in 2024 after increases in 2022 and much of 2023, the pace and extent of additional decreases are uncertain. For further information regarding our credit facility and associated borrowing rates, refer to Note 7 - Debt of the notes to consolidated financial statements. As of March 31, 2025, we had $250.0 million in direct borrowings outstanding under the 2023 Revolving Credit Facility. Based on such amount, if overall interest rates were to increase by 50 basis points, interest expense, net of income taxes, would increase by approximately $0.9 million in the next twelve months. Conversely, if overall interest rates were to decrease by 50 basis points, interest expense, net of income taxes, would decrease by approximately $0.9 million in the next twelve months.
We are exposed to construction market risk and its potential related impact on accounts receivable or contract assets on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. We continually monitor the creditworthiness of our customers and maintain on-going discussions with customers regarding contract status with respect to change orders and billing terms. Therefore, we believe we take appropriate action to manage market and other risks, but there is no assurance that we will be able to reasonably identify all risks with respect to the collectability of these assets.
Amounts invested in our foreign operations are translated into U.S. dollars at the exchange rates in effect at the end of the period. The resulting translation adjustments are recorded as accumulated other comprehensive (loss) income, a component of equity, in the Consolidated Balance Sheets. We believe our exposure to the effects that fluctuating foreign currencies may have on our consolidated results of operations is limited because our foreign operations primarily invoice customers and collect obligations in their respective local currencies. Additionally, expenses associated with these transactions are generally contracted and paid for in their same local currencies.
In addition, we are exposed to market risk of fluctuations in certain commodity prices of materials, such as copper and steel, which are used as components of supplies or materials utilized in our construction, building services, and industrial services operations. Trade and sanction policies (including tariffs) may also affect the pricing of such supplies and materials. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our fleet of approximately 14,500 vehicles. While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that such price increases, if they were to occur, would be recoverable. Additionally, our fixed price contracts generally do not allow us to adjust our prices and, as a result, increases in material costs could reduce our profitability with respect to projects in progress.
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ITEM 4. CONTROLS AND PROCEDURES.
Based on an evaluation of our disclosure controls and procedures (as required by Rule 13a-15(b) of the Securities Exchange Act of 1934), our Chairman, President, and Chief Executive Officer, Anthony J. Guzzi, and our Senior Vice President, Chief Financial Officer and Chief Accounting Officer, Jason R. Nalbandian, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective as of the end of the period covered by this report.
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. – OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
The information required by this Item is incorporated by reference from Note 12 - Commitments and Contingencies of the notes to consolidated financial statements.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table summarizes repurchases of our common stock made by us during the quarter ended March 31, 2025:
| Period | Total Number of Shares Purchased (1) (2) | Average Price Paid Per Share (3) | 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 Plans or Programs | ||||||||||||||||||||||
January 1, 2025 to January 31, 2025 | 150,379 | $439.02 | 150,379 | $192,868,558 | ||||||||||||||||||||||
February 1, 2025 to February 28, 2025 | 230,955 | $404.06 | 230,955 | $598,708,239 | ||||||||||||||||||||||
March 1, 2025 to March 31, 2025 | 150,395 | $381.48 | 150,395 | $540,818,328 | ||||||||||||||||||||||
| Total | 531,729 | $407.56 | 531,729 | |||||||||||||||||||||||
(1)In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount authorized for repurchases under such program. In February 2025, our Board increased such amount by $500 million. Since the inception of the repurchase program, through March 31, 2025, the Board has authorized us to repurchase up to $3.15 billion of our outstanding common stock. As of March 31, 2025, there remained authorization for us to repurchase approximately $540.8 million of our shares. No shares have been repurchased by us since the program was announced other than pursuant to such program. 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. Refer to Note 10 - Common Stock of the notes to consolidated financial statements for further information regarding our share repurchase program.
(2)Excludes 30,430 shares surrendered to the Company by participants in our share-based compensation plans to satisfy minimum tax withholdings for common stock issued under such plans.
(3)Price paid per share excludes any applicable broker commission and excise tax due. However, as such amounts are considered direct costs associated with the repurchase of our common stock, they have been reflected as a reduction in the remaining authorization under our share repurchase program.
ITEM 4. MINE SAFETY DISCLOSURES.
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this quarterly report.
ITEM 5. OTHER INFORMATION.
During the quarter ended March 31, 2025, none
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ITEM 6. EXHIBITS.
EXHIBIT INDEX
| Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||||||||||||
| 3(a-1) | Restated Certificate of Incorporation of EMCOR filed December 15, 1994 | |||||||||||||
| 3(a-2) | Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR | |||||||||||||
| 3(a-3) | Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR | |||||||||||||
| 3(a-4) | Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR | |||||||||||||
| 3(a-5) | Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR | |||||||||||||
| 3(a-6) | Certificate of Amendment of Restated Certificate of Incorporation of EMCOR | |||||||||||||
| 3(b) | Second Amended and Restated By-Laws of EMCOR | |||||||||||||
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, President, and Chief Executive Officer | |||||||||||||
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Jason R. Nalbandian, the Senior Vice President, Chief Financial Officer and Chief Accounting Officer | |||||||||||||
| 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President, and Chief Executive Officer | |||||||||||||
| 32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Senior Vice President, Chief Financial Officer and Chief Accounting Officer | |||||||||||||
| 95.1 | Information concerning mine safety violations or other regulatory matters | |||||||||||||
| 101 | The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the 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 Consolidated Financial Statements. | Filed | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | Filed | ||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 30, 2025
| EMCOR GROUP, INC. | |||||
| (Registrant) | |||||
BY: | /s/ ANTHONY J. GUZZI | ||||
| Anthony J. Guzzi | |||||
| Chairman, President, and Chief Executive Officer (Principal Executive Officer) | |||||
BY: | /s/ JASON R. NALBANDIAN | ||||
| Jason R. Nalbandian | |||||
| Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) | |||||
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