FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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||
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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Page No.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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March 31,
2020 (Unaudited) |
December 31,
2019 |
||||||
ASSETS
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|||||||
Current assets:
|
|||||||
Cash and cash equivalents
|
$
|
|
|
$
|
|
|
|
Accounts receivable, less allowance for credit losses of $19,993 and $14,466, respectively
|
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|||
Contract assets
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|||
Inventories
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|||
Prepaid expenses and other
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|
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|||
Total current assets
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|
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|||
Property, plant and equipment, net
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|
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|||
Operating lease right-of-use assets
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|
|||
Goodwill
|
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|
|||
Identifiable intangible assets, net
|
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|||
Other assets
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|||
Total assets
|
$
|
|
|
$
|
|
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|||||||
Current maturities of long-term debt and finance lease liabilities
|
$
|
|
|
$
|
|
|
|
Accounts payable
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|
|
|
|
|||
Contract liabilities
|
|
|
|
|
|||
Accrued payroll and benefits
|
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|
|||
Other accrued expenses and liabilities
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|
|||
Operating lease liabilities, current
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|||
Total current liabilities
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|
|||
Borrowings under revolving credit facility
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Long-term debt and finance lease liabilities
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|
|||
Operating lease liabilities, long-term
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|
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Other long-term obligations
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Total liabilities
|
|
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|||
Equity:
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|||||||
EMCOR Group, Inc. stockholders’ equity:
|
|||||||
Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding
|
|
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|||
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,460,947 and 60,359,252 shares issued, respectively
|
|
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|||
Capital surplus
|
|
|
|
|
|||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
|||
Retained earnings
|
|
|
|
|
|||
Treasury stock, at cost 5,623,176 and 4,139,421 shares, respectively
|
(
|
)
|
(
|
)
|
|||
Total EMCOR Group, Inc. stockholders’ equity
|
|
|
|
|
|||
Noncontrolling interests
|
|
|
|
|
|||
Total equity
|
|
|
|
|
|||
Total liabilities and equity
|
$
|
|
|
$
|
|
|
Three months ended March 31,
|
|||||||
2020
|
2019
|
||||||
Revenues
|
$
|
|
|
$
|
|
|
|
Cost of sales
|
|
|
|
|
|||
Gross profit
|
|
|
|
|
|||
Selling, general and administrative expenses
|
|
|
|
|
|||
Restructuring expenses
|
|
|
|
|
|||
Operating income
|
|
|
|
|
|||
Net periodic pension (cost) income
|
|
|
|
|
|||
Interest expense, 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
|
$
|
|
|
$
|
|
|
Three months ended March 31,
|
|||||||
2020
|
2019
|
||||||
Net income
|
$
|
|
|
$
|
|
|
|
Other comprehensive (loss) income, net of tax:
|
|||||||
Foreign currency translation adjustments
|
(
|
)
|
|
|
|||
Post retirement plans, amortization of actuarial loss included in net income
(1)
|
|
|
|
|
|||
Other comprehensive (loss) income
|
(
|
)
|
|
|
|||
Comprehensive income
|
$
|
|
|
$
|
|
|
(1)
|
Net of tax of
$
|
Three months ended March 31,
|
|||||||
2020
|
2019
|
||||||
Cash flows - operating activities:
|
|||||||
Net income
|
$
|
|
|
$
|
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|||||||
Depreciation and amortization
|
|
|
|
|
|||
Amortization of identifiable intangible assets
|
|
|
|
|
|||
Provision for (recovery of) credit losses
|
|
|
(
|
)
|
|||
Deferred income taxes
|
|
|
|
|
|||
Excess tax benefits from share-based compensation
|
(
|
)
|
(
|
)
|
|||
Non-cash share-based compensation expense
|
|
|
|
|
|||
Other reconciling items
|
|
|
|
|
|||
Changes in operating assets and liabilities, excluding the effect of businesses acquired
|
(
|
)
|
(
|
)
|
|||
Net cash used in 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
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(
|
)
|
(
|
)
|
|||
Investments in and advances to unconsolidated entities
|
|
|
(
|
)
|
|||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
|||
Cash flows - financing activities:
|
|||||||
Proceeds from revolving credit facility
|
|
|
|
|
|||
Repayments of revolving credit facility
|
(
|
)
|
|
|
|||
Proceeds from long-term debt
|
|
|
|
|
|||
Repayments of long-term debt and debt issuance costs
|
(
|
)
|
(
|
)
|
|||
Repayments of finance lease liabilities
|
(
|
)
|
(
|
)
|
|||
Dividends paid to stockholders
|
(
|
)
|
(
|
)
|
|||
Repurchase of common stock
|
(
|
)
|
|
|
|||
Taxes paid related to net share settlements of equity awards
|
(
|
)
|
(
|
)
|
|||
Issuance of common stock under employee stock purchase plan
|
|
|
|
|
|||
Payments for contingent consideration arrangements
|
(
|
)
|
(
|
)
|
|||
Distributions to noncontrolling interests
|
|
|
(
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
|
(
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(
|
)
|
|
|
|||
Decrease 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
$
|
(2)
|
Includes
$
|
|
|
EMCOR Group, Inc. Stockholders
|
|
||||||||||||||||||||||||
|
Total
|
Common
stock
|
Capital
surplus
|
Accumulated other comprehensive loss
(1)
|
Retained
earnings
|
Treasury
stock
|
Noncontrolling
interests
|
||||||||||||||||||||
Balance, December 31, 2018
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||||
Net income
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|||||||||||||
Other comprehensive income
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
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
|
(
|
)
|
—
|
|
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
|||||||||||||
Distributions to noncontrolling interests
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
|||||||||||||
Share-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
Balance, March 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||||
Balance, December 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||||
Net income
|
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|||||||||||||
Other comprehensive loss
|
(
|
)
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||||
Cumulative-effect adjustment
(2)
|
(
|
)
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
|||||||||||||
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
|
(
|
)
|
—
|
|
|
|
—
|
|
(
|
)
|
—
|
|
—
|
|
|||||||||||||
Repurchase of common stock
|
(
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(
|
)
|
—
|
|
|||||||||||||
Share-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||
Balance, March 31, 2020
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
(1)
|
Represents cumulative foreign currency translation adjustments and post retirement liability adjustments.
|
(2)
|
Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic 326.
|
Balance at December 31, 2019
|
$
|
|
|
Cumulative-effect adjustment
|
|
|
|
Provision for credit losses
|
|
|
|
Amounts written off against the allowance
|
(
|
)
|
|
Balance at March 31, 2020
|
$
|
|
|
For the three months ended March 31,
|
|||||||||||||
2020
|
% of
Total
|
2019
|
% of
Total
|
||||||||||
United States electrical construction and facilities services:
|
|||||||||||||
Commercial market sector
|
$
|
|
|
|
%
|
$
|
|
|
|
%
|
|||
Institutional market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Hospitality market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Manufacturing market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Healthcare market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Transportation market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Water and wastewater market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Short duration projects
(1)
|
|
|
|
%
|
|
|
|
%
|
|||||
Service work
|
|
|
|
%
|
|
|
|
%
|
|||||
|
|
|
|
|
|||||||||
Less intersegment revenues
|
(
|
)
|
|
|
(
|
)
|
|||||||
Total segment revenues
|
$
|
|
|
|
$
|
|
|
For the three months ended March 31,
|
|||||||||||||
2020
|
% of
Total
|
2019
|
% of
Total
|
||||||||||
United States mechanical construction and facilities services:
|
|||||||||||||
Commercial market sector
|
$
|
|
|
|
%
|
$
|
|
|
|
%
|
|||
Institutional market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Hospitality market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Manufacturing market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Healthcare market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Transportation market sector
|
|
|
|
%
|
|
|
|
%
|
|||||
Water and wastewater 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,
|
|||||||||||||
2020
|
% of
Total |
2019
|
% of
Total |
||||||||||
United States building services:
|
|||||||||||||
Commercial site-based services
|
$
|
|
|
|
%
|
$
|
|
|
|
%
|
|||
Government site-based services
|
|
|
|
%
|
|
|
|
%
|
|||||
Mechanical services
|
|
|
|
%
|
|
|
|
%
|
|||||
Energy services
|
|
|
|
%
|
|
|
|
%
|
|||||
Total segment revenues
|
$
|
|
|
|
$
|
|
|
For the three months ended March 31,
|
|||||||||||||
2020
|
% of
Total |
2019
|
% of
Total |
||||||||||
United States industrial services:
|
|
||||||||||||
Field services
|
$
|
|
|
|
%
|
$
|
|
|
|
%
|
|||
Shop services
|
|
|
|
%
|
|
|
|
%
|
|||||
Total segment revenues
|
$
|
|
|
|
$
|
|
|
||||||
Total United States operations
|
$
|
|
|
$
|
|
|
For the three months ended March 31,
|
|||||||||||||
2020
|
% of
Total |
2019
|
% of
Total |
||||||||||
United Kingdom building services:
|
|||||||||||||
Service work
|
$
|
|
|
|
%
|
$
|
|
|
|
%
|
|||
Projects & extras
|
|
|
|
%
|
|
|
|
%
|
|||||
Total segment revenues
|
$
|
|
|
|
$
|
|
|
||||||
|
|||||||||||||
Total worldwide operations
|
$
|
|
|
|
$
|
|
|
March 31, 2020
|
December 31, 2019
|
||||||
Contract assets, current
|
$
|
|
|
$
|
|
|
|
Contract assets, non-current
|
|
|
|
|
|||
Contract liabilities, current
|
(
|
)
|
(
|
)
|
|||
Contract liabilities, non-current
|
(
|
)
|
(
|
)
|
|||
Net contract liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
March 31, 2020
|
% 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 worldwide operations
|
$
|
|
|
|
%
|
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 worldwide operations
|
$
|
|
|
$
|
|
|
For the three months ended March 31,
|
|||||||
|
2020
|
2019
|
|||||
Numerator:
|
|||||||
Net income available to common stockholders
|
$
|
|
|
$
|
|
|
|
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
|
$
|
|
|
$
|
|
|
March 31,
2020 |
December 31,
2019 |
||||||
Raw materials and construction materials
|
$
|
|
|
$
|
|
|
|
Work in process
|
|
|
|
|
|||
Inventories
|
$
|
|
|
$
|
|
|
March 31,
2020 |
December 31,
2019 |
||||||
Revolving credit facility
|
$
|
|
|
$
|
|
|
|
Term loan
|
|
|
|
|
|||
Unamortized debt issuance costs
|
(
|
)
|
(
|
)
|
|||
Finance lease obligations
|
|
|
|
|
|||
Total debt
|
|
|
|
|
|||
Less: current maturities
|
|
|
|
|
|||
Total long-term debt
|
$
|
|
|
$
|
|
|
|
Assets at Fair Value as of March 31, 2020
|
||||||||||||||
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Cash and cash equivalents
(1)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Restricted cash
(2)
|
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plan assets
(3)
|
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Assets at Fair Value as of December 31, 2019
|
||||||||||||||
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
Cash and cash equivalents
(1)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Restricted cash
(2)
|
|
|
|
|
|
|
|
|
|||||||
Deferred compensation plan assets
(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, 2020
and
December 31, 2019
, we had
$
|
(2)
|
Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts.
|
(3)
|
Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.
|
|
For the three months ended March 31,
|
||||||
|
2020
|
2019
|
|||||
Interest cost
|
$
|
|
|
$
|
|
|
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
|||
Amortization of unrecognized loss
|
|
|
|
|
|||
Net periodic pension cost (income)
|
$
|
(
|
)
|
$
|
(
|
)
|
United States
electrical construction and facilities services segment |
United States building services segment
|
Corporate administration
|
Total
|
|||||||||||||
Balance at December 31, 2018
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
Charges
|
|
|
|
|
|
|
|
|
||||||||
Payments
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Balance at March 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
Balance at December 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
||||
Charges
|
|
|
|
|
|
|
|
|
||||||||
Payments
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||
Balance at March 31, 2020
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
For the three months ended
March 31, |
|||||||
|
2020
|
2019
|
|||||
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
|
$
|
|
|
$
|
|
|
|
For the three months ended March 31,
|
||||||
|
2020
|
2019
|
|||||
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
|
|
|
|
|
|||
Total worldwide operations
|
$
|
|
|
$
|
|
|
|
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
|
|
|
|
|
|||
Total worldwide operations
|
$
|
|
|
$
|
|
|
For the three months ended March 31,
|
|||||||
2020
|
2019
|
||||||
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
|
(
|
)
|
(
|
)
|
|||
Restructuring expenses
|
(
|
)
|
(
|
)
|
|||
Total worldwide operations
|
|
|
|
|
|||
Other corporate items:
|
|||||||
Net periodic pension (cost) income
|
|
|
|
|
|||
Interest expense, net
|
(
|
)
|
(
|
)
|
|||
Income before income taxes
|
$
|
|
|
$
|
|
|
March 31,
2020 |
December 31,
2019 |
||||||
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 worldwide operations
|
$
|
|
|
$
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
For the three months ended
March 31, |
||||||
|
2020
|
2019
|
|||||
Revenues
|
$
|
2,299,832
|
|
$
|
2,158,728
|
|
|
Revenues increase from prior year
|
6.5
|
%
|
13.6
|
%
|
|||
Operating income
|
$
|
105,995
|
|
$
|
102,310
|
|
|
Operating income as a percentage of revenues
|
4.6
|
%
|
4.7
|
%
|
|||
Net income
|
$
|
75,665
|
|
$
|
72,410
|
|
|
Diluted earnings per common share
|
$
|
1.35
|
|
$
|
1.28
|
|
|
For the three months ended March 31,
|
||||||||||||
|
2020
|
% of
Total
|
2019
|
% of
Total
|
|||||||||
Revenues:
|
|||||||||||||
United States electrical construction and facilities services
|
$
|
525,229
|
|
23
|
%
|
$
|
528,070
|
|
24
|
%
|
|||
United States mechanical construction and facilities services
|
834,112
|
|
36
|
%
|
752,409
|
|
35
|
%
|
|||||
United States building services
|
518,083
|
|
23
|
%
|
512,079
|
|
24
|
%
|
|||||
United States industrial services
|
310,031
|
|
13
|
%
|
258,645
|
|
12
|
%
|
|||||
Total United States operations
|
2,187,455
|
|
95
|
%
|
2,051,203
|
|
95
|
%
|
|||||
United Kingdom building services
|
112,377
|
|
5
|
%
|
107,525
|
|
5
|
%
|
|||||
Total worldwide operations
|
$
|
2,299,832
|
|
100
|
%
|
$
|
2,158,728
|
|
100
|
%
|
|
For the three months ended
March 31, |
||||||
|
2020
|
2019
|
|||||
Cost of sales
|
$
|
1,966,771
|
|
$
|
1,849,974
|
|
|
Gross profit
|
$
|
333,061
|
|
$
|
308,754
|
|
|
Gross profit, as a percentage of revenues
|
14.5
|
%
|
14.3
|
%
|
|
For the three months ended
March 31, |
||||||
|
2020
|
2019
|
|||||
Selling, general and administrative expenses
|
$
|
226,997
|
|
$
|
206,169
|
|
|
Selling, general and administrative expenses, as a percentage of revenues
|
9.9
|
%
|
9.6
|
%
|
|
For the three months ended March 31,
|
||||||||||||
2020
|
% of
Segment
Revenues
|
2019
|
% of
Segment
Revenues
|
||||||||||
Operating income (loss):
|
|||||||||||||
United States electrical construction and facilities services
|
$
|
43,903
|
|
8.4
|
%
|
$
|
42,951
|
|
8.1
|
%
|
|||
United States mechanical construction and facilities services
|
45,171
|
|
5.4
|
%
|
40,985
|
|
5.4
|
%
|
|||||
United States building services
|
20,838
|
|
4.0
|
%
|
27,483
|
|
5.4
|
%
|
|||||
United States industrial services
|
12,257
|
|
4.0
|
%
|
9,636
|
|
3.7
|
%
|
|||||
Total United States operations
|
122,169
|
|
5.6
|
%
|
121,055
|
|
5.9
|
%
|
|||||
United Kingdom building services
|
5,764
|
|
5.1
|
%
|
4,141
|
|
3.9
|
%
|
|||||
Corporate administration
|
(21,869
|
)
|
—
|
|
(22,611
|
)
|
—
|
|
|||||
Restructuring expenses
|
(69
|
)
|
—
|
|
(275
|
)
|
—
|
|
|||||
Total worldwide operations
|
105,995
|
|
4.6
|
%
|
102,310
|
|
4.7
|
%
|
|||||
Other corporate items:
|
|||||||||||||
Net periodic pension (cost) income
|
742
|
|
406
|
|
|||||||||
Interest expense, net
|
(2,488
|
)
|
(2,823
|
)
|
|||||||||
Income before income taxes
|
$
|
104,249
|
|
$
|
99,893
|
|
March 31, 2020
|
% of Total
|
December 31, 2019
|
% of Total
|
March 31, 2019
|
% of Total
|
|||||||||||||||
Remaining performance obligations:
|
||||||||||||||||||||
United States electrical construction and facilities services
|
$
|
1,032,611
|
|
23
|
%
|
$
|
1,036,216
|
|
26
|
%
|
$
|
1,125,052
|
|
27
|
%
|
|||||
United States mechanical construction and facilities services
|
2,601,659
|
|
59
|
%
|
2,229,090
|
|
55
|
%
|
2,256,936
|
|
54
|
%
|
||||||||
United States building services
|
545,803
|
|
12
|
%
|
542,269
|
|
13
|
%
|
544,618
|
|
13
|
%
|
||||||||
United States industrial services
|
109,192
|
|
3
|
%
|
104,613
|
|
3
|
%
|
78,861
|
|
2
|
%
|
||||||||
Total United States operations
|
4,289,265
|
|
97
|
%
|
3,912,188
|
|
97
|
%
|
4,005,467
|
|
96
|
%
|
||||||||
United Kingdom building services
|
134,634
|
|
3
|
%
|
124,176
|
|
3
|
%
|
151,124
|
|
4
|
%
|
||||||||
Total worldwide operations
|
$
|
4,423,899
|
|
100
|
%
|
$
|
4,036,364
|
|
100
|
%
|
$
|
4,156,591
|
|
100
|
%
|
|
For the three months ended
March 31, |
||||||
|
2020
|
2019
|
|||||
Net cash used in operating activities
|
$
|
(78,813
|
)
|
$
|
(57,435
|
)
|
|
Net cash used in investing activities
|
$
|
(14,421
|
)
|
$
|
(44,008
|
)
|
|
Net cash provided by (used in) financing activities
|
$
|
86,119
|
|
$
|
(11,808
|
)
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
$
|
(4,678
|
)
|
$
|
1,298
|
|
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less
than
1 year
|
1-3
years
|
3-5
years
|
More than
5 years
|
|||||||||||||||
Revolving credit facility (including interest at 1.87%)
(1)
|
$
|
218.7
|
|
$
|
3.8
|
|
$
|
7.6
|
|
$
|
207.3
|
|
$
|
—
|
|
|||||
Term loan (including interest at 1.99%)
(1)
|
327.1
|
|
13.5
|
|
41.3
|
|
272.3
|
|
—
|
|
||||||||||
Finance leases
|
9.9
|
|
4.1
|
|
4.6
|
|
1.1
|
|
0.1
|
|
||||||||||
Operating leases
|
288.0
|
|
61.9
|
|
90.9
|
|
58.8
|
|
76.4
|
|
||||||||||
Open purchase obligations
(2)
|
1,250.8
|
|
1,094.0
|
|
156.1
|
|
0.7
|
|
—
|
|
||||||||||
Other long-term obligations, including current portion
(3)
|
396.5
|
|
66.9
|
|
320.4
|
|
9.2
|
|
—
|
|
||||||||||
Total Contractual Obligations
|
$
|
2,491.0
|
|
$
|
1,244.2
|
|
$
|
620.9
|
|
$
|
549.4
|
|
$
|
76.5
|
|
|||||
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||||
Other Commercial Commitments
|
Total
Committed
|
Less
than 1
year
|
1-3
years
|
3-5
years
|
More than
5 years
|
|||||||||||||||
Letters of credit
|
$
|
79.0
|
|
$
|
79.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
On March 2, 2020, we entered into a $1.3 billion revolving credit facility (the “2020 Revolving Credit Facility”) and a $300.0 million term loan (the “2020 Term Loan”) (collectively referred to as the “2020 Credit Agreement”). As of March 31, 2020, the amount outstanding under the 2020 Term Loan was $300.0 million, and there were borrowings outstanding of $200.0 million under the 2020 Revolving Credit Facility.
|
(2)
|
Represents open purchase orders for material and subcontracting costs related to construction and services contracts. These purchase orders are not reflected in EMCOR’s Consolidated Balance Sheets and should not impact future cash flows as amounts should be recovered through customer billings.
|
(3)
|
Primarily represents insurance related liabilities, and liabilities for deferred income taxes, incentive compensation and deferred compensation, classified as other long-term liabilities in the Consolidated Balance Sheets. Cash payments for insurance and deferred compensation related liabilities may be payable beyond three years, however, it is not practical to estimate these payments; therefore, these liabilities are reflected in the 1-3 years payment period. We provide funding to our post retirement plans based on at least the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast amounts that may be payable for up to five years in the future. In our judgment, minimum funding estimates beyond a five year time horizon cannot be reliably estimated and, therefore, have not been included in the table.
|
Period
|
Total Number of
Shares Purchased (1)(2)
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
Approximate Dollar Value
of Shares That May Yet be
Purchased Under
the Plans or Programs
|
||||
January 1, 2020 to
January 31, 2020
|
—
|
—
|
—
|
$158,506,898
|
||||
February 1, 2020 to
February 29, 2020
|
214,500
|
$78.41
|
214,500
|
$141,687,752
|
||||
March 1, 2020 to
March 31, 2020
|
1,269,255
|
$64.79
|
1,269,255
|
$259,458,907
|
||||
Total
|
1,483,755
|
$66.75
|
1,483,755
|
(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 of our common stock that we may repurchase under such program. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $1.15 billion of our outstanding common stock. As of March 31, 2020, there remained authorization for us to repurchase approximately $259.5 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. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement, placing limitations on such repurchases.
|
(2)
|
Excludes 31,748 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.
|
EMCOR GROUP, INC.
|
|
(Registrant)
|
|
B
Y
:
|
/s/ ANTHONY J. GUZZI
|
Anthony J. Guzzi
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
B
Y
:
|
/s/ MARK A. POMPA
|
Mark A. Pompa
|
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
Exhibit
No.
|
Description
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
||
2(a)
|
Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc.
|
|||
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(b)
|
Amended and Restated By-Laws and Amendments thereto
|
|||
4(a)
|
Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 by and among EMCOR and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof
|
|||
4(b)
|
Sixth Amended and Restated Security Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|||
4(c)
|
Sixth Amended and Restated Pledge Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent
|
|||
4(d)
|
Fifth Amended and Restated Guaranty Agreement dated as of March 2, 2020 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent
|
Exhibit
No.
|
Description
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
||
10(a)
|
Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R. Kevin Matz and Mark A. Pompa
|
|||
10(b)
|
Form of Amendment to Severance Agreement between EMCOR and each of R. Kevin Matz and Mark A. Pompa
|
|||
10(c)
|
Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”)
|
|||
10(d)
|
Form of Confidentiality Agreement between Anthony Guzzi and EMCOR
|
|||
10(e)
|
Form of Indemnification Agreement between EMCOR and each of its officers and directors
|
|||
10(f-1)
|
Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR
|
|||
10(f-2)
|
Amendment to Guzzi Severance Agreement
|
|||
10(g-1)
|
Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”)
|
|||
10(g-2)
|
Amendment dated as of May 4, 1999 to Matz Continuity Agreement
|
|||
10(g-3)
|
Amendment dated as of January 1, 2002 to Matz Continuity Agreement
|
|||
10(g-4)
|
Amendment dated as of March 1, 2007 to Matz Continuity Agreement
|
|||
10(h-1)
|
Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”)
|
|||
10(h-2)
|
Amendment dated as of May 4, 1999 to Pompa Continuity Agreement
|
|||
10(h-3)
|
Amendment dated as of January 1, 2002 to Pompa Continuity Agreement
|
|||
10(h-4)
|
Amendment dated as of March 1, 2007 to Pompa Continuity Agreement
|
|||
10(i-1)
|
Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”)
|
|||
10(i-2)
|
Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement
|
|||
10(i-3)
|
Amendment to Continuity Agreements and Severance Agreements with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
Exhibit
No.
|
Description
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
||
10(j)
|
Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa
|
|||
10(k-1)
|
Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio
|
|||
10(k-2)
|
Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”)
|
|
||
10(k-3)
|
Amendment dated April 10, 2017 to Mauricio Continuity Agreement
|
|||
10(l-1)
|
EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”)
|
|||
10(l-2)
|
First Amendment to LTIP and updated Schedule A to LTIP
|
|||
10(l-3)
|
Second Amendment to LTIP
|
|||
10(l-4)
|
Third Amendment to LTIP
|
|||
10(l-5)
|
Fourth Amendment to LTIP
|
|||
10(l-6)
|
Form of Certificate Representing Stock Units issued under LTIP
|
|||
10(l-7)
|
Fifth Amendment to LTIP
|
|||
10(l-8)
|
Sixth Amendment to LTIP
|
|||
10(m)
|
Key Executive Incentive Bonus Plan, as amended and restated
|
|||
10(n)
|
Amended and Restated 2010 Incentive Plan
|
|||
10(o)
|
EMCOR Group, Inc. Employee Stock Purchase Plan
|
|||
10(p)
|
Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011
|
|||
10(q)
|
Form of Non-LTIP Stock Unit Certificate
|
|||
10(r)
|
Form of Director Restricted Stock Unit Agreement
|
|||
10(s)
|
Director Award Program, as Amended and Restated December 16, 2014
|
|||
10(t)
|
EMCOR Group, Inc. Voluntary Deferral Plan
|
|||
10(u)
|
First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan
|
|||
10(v)
|
Form of Executive Restricted Stock Unit Agreement
|
Exhibit
No.
|
Description
|
Incorporated By Reference to or
Filed Herewith, as Indicated Below
|
||
10(w)
|
Restricted Stock Unit Award Agreement dated June 11, 2015 between EMCOR and Stephen W. Bershad
|
|||
10(x)
|
Executive Compensation Recoupment Policy
|
|||
10(y)
|
Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa
|
|||
11
|
Computation of Basic EPS and Diluted EPS for the three months ended March 31, 2020 and 2019
|
|||
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 Mark A. Pompa, the Executive Vice President, Chief Financial Officer and Treasurer
|
|||
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 Executive Vice President, Chief Financial Officer and Treasurer
|
|||
95
|
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, 2020, 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
|
PAGE
|
||
SECTION 1.
|
THE CREDITS
|
1
|
Section 1.1.
|
Total Revolving Commitments
|
1
|
Section 1.2.
|
Term Loan Commitments
|
3
|
Section 1.3.
|
Letters of Credit
|
3
|
Section 1.4.
|
Manner of Borrowing Loans and Designating Applicable Interest Rates
|
7
|
Section 1.5.
|
Minimum Borrowing Amounts
|
10
|
Section 1.6.
|
Maturity of Loans
|
10
|
Section 1.7.
|
Appointment of Company as Agent for Borrowers; Reliance by Agent
|
10
|
Section 1.8.
|
Swing Loans
|
11
|
Section 1.9.
|
Default Rate
|
12
|
Section 1.10.
|
Increase in Commitment
|
13
|
Section 1.11.
|
Removal of a Borrower
|
14
|
Section 1.12.
|
Conversions
|
14
|
SECTION 2.
|
INTEREST
|
14
|
Section 2.1.
|
Base Rate Loans
|
14
|
Section 2.2.
|
Eurodollar Loans
|
15
|
Section 2.3.
|
Rate Determinations
|
15
|
Section 2.4.
|
Computation of Interest, Fees and Charges
|
15
|
Section 2.5.
|
Funding Indemnity
|
15
|
Section 2.6.
|
Change of Law
|
16
|
Section 2.7.
|
Unavailability
|
16
|
Section 2.8.
|
Increased Cost and Reduced Return
|
17
|
Section 2.9.
|
Lending Offices; Mitigation Obligations
|
18
|
Section 2.10.
|
Discretion of Lender as to Manner of Funding
|
18
|
Section 2.11.
|
Replacement of Lenders
|
20
|
Section 2.12.
|
Defaulting Lenders
|
22
|
Section 2.13.
|
Cash Collateral for Fronting Exposure
|
23
|
SECTION 3.
|
FEES, PAYMENTS, REDUCTIONS, APPLICATIONS and NOTATIONS
|
24
|
Section 3.1.
|
Commitment Fee
|
24
|
Section 3.2.
|
Other Fees
|
24
|
Section 3.3.
|
Letter of Credit Fees
|
24
|
Section 3.4.
|
Voluntary Prepayments
|
25
|
Section 3.5.
|
Mandatory Prepayments and Commitment Reductions
|
25
|
Section 3.6.
|
Commitment Terminations
|
26
|
Section 3.7.
|
Place and Application
|
26
|
Section 3.8.
|
Evidence of Indebtedness
|
28
|
Section 3.9.
|
Payments Set Aside
|
29
|
SECTION 4.
|
THE COLLATERAL AND THE GUARANTEES
|
30
|
Section 4.1.
|
The Collateral
|
30
|
Section 4.2.
|
The Guarantees
|
32
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES
|
32
|
Section 5.1.
|
Organization and Qualification
|
32
|
Section 5.2.
|
Subsidiaries
|
33
|
Section 5.3.
|
Corporate Authority and Validity of Obligations
|
33
|
Section 5.4.
|
Use of Proceeds; Margin Stock
|
34
|
Section 5.5.
|
Financial Reports
|
34
|
Section 5.6.
|
No Material Adverse Change
|
34
|
Section 5.7.
|
Full Disclosure
|
34
|
Section 5.8.
|
Good Title
|
35
|
Section 5.9.
|
Litigation and Other Controversies
|
35
|
Section 5.10.
|
Taxes
|
35
|
Section 5.11.
|
Approvals
|
35
|
Section 5.12.
|
Affiliate Transactions
|
35
|
Section 5.13.
|
Investment Company
|
36
|
Section 5.14.
|
ERISA
|
36
|
Section 5.15.
|
Compliance with Laws
|
36
|
Section 5.16.
|
Other Agreements
|
36
|
Section 5.17.
|
No Default
|
36
|
Section 5.18.
|
Solvency
|
37
|
Section 5.19.
|
OFAC and Anti-Corruption Laws and Sanctions
|
37
|
Section 5.20.
|
EEA Financial Institution
|
37
|
SECTION 6.
|
CONDITIONS PREDECENT
|
37
|
Section 6.1.
|
All Credit Utilizations
|
37
|
Section 6.2.
|
Initial Credit Utilization for the Company
|
38
|
Section 6.3.
|
Credit Utilization for the U.K. Borrower
|
40
|
SECTION 7.
|
COVENANTS
|
42
|
Section 7.1.
|
Maintenance of Business
|
42
|
Section 7.2.
|
Maintenance of Property
|
43
|
Section 7.3.
|
Taxes and Assessments
|
43
|
Section 7.4.
|
Insurance
|
43
|
Section 7.5.
|
Financial Reports and Rights of Inspection
|
44
|
Section 7.6.
|
No Restrictions
|
46
|
Section 7.7.
|
Leverage Ratio
|
46
|
Section 7.8.
|
Interest Coverage Ratio
|
46
|
Section 7.9.
|
Compliance with OFAC Sanctions Programs; Anti-Corruptions Laws and Applicable Sanctions
|
46
|
Section 7.10.
|
Indebtedness for Borrowed Money and Guarantees
|
47
|
Section 7.11.
|
Liens
|
49
|
Section 7.12.
|
Investments, Acquisitions, Loans and Advances
|
51
|
Section 7.13.
|
Mergers, Consolidations and Dispositions
|
53
|
Section 7.14.
|
Dividends and Certain Other Restricted Payments
|
55
|
Section 7.15.
|
ERISA
|
56
|
Section 7.16.
|
Compliance with Laws
|
56
|
Section 7.17.
|
Burdensome Contracts With Affiliates
|
56
|
Section 7.18.
|
No Changes in Fiscal Year
|
56
|
Section 7.19.
|
Formation of Subsidiaries
|
56
|
Section 7.20.
|
Change in the Nature of Business
|
57
|
Section 7.21.
|
Use of Proceeds
|
57
|
SECTION 8.
|
EVENTS OF DEFAULT AND REMEDIES
|
57
|
Section 8.1.
|
Events of Default.
|
57
|
Section 8.2.
|
Non‑Bankruptcy Defaults
|
59
|
Section 8.3.
|
Bankruptcy Defaults.
|
60
|
Section 8.4.
|
Collateral for Undrawn Letters of Credit
|
60
|
SECTION 9.
|
DEFINITIONS INTERPRETATIONS
|
61
|
Section 9.1.
|
Definitions
|
61
|
Section 9.2.
|
Interpretation.
|
91
|
Section 9.3.
|
Capital Stock
|
91
|
Section 9.4.
|
Change in Accounting Principles
|
91
|
Section 9.5.
|
Divisions
|
91
|
SECTION 10.
|
THE AGENT
|
92
|
Section 10.1.
|
Appointment and Authority
|
92
|
Section 10.2.
|
Rights as a Lender
|
92
|
Section 10.4.
|
Reliance by Agent
|
92
|
Section 10.5.
|
Delegation of Duties
|
94
|
Section 10.6.
|
Resignation of Agent
|
94
|
Section 10.7.
|
Non‑Reliance on Agent and Other Lenders
|
95
|
Section 10.8.
|
L/C Issuers and Swingline Lender.
|
95
|
Section 10.9.
|
Hedging Liability and Bank Product Obligations
|
96
|
Section 10.10.
|
Designation of Additional Agents
|
96
|
Section 10.11.
|
Authorization to Enter into, and Enforcement of, the Collateral Documents; Possession of Collateral
|
96
|
Section 10.12.
|
Authorization to Release, Limit or Subordinate Liens or to Release Guaranty Agreements
|
97
|
Section 10.13.
|
Authorization of Agent to File Proofs of Claim
|
98
|
Section 10.14.
|
Certain ERISA Matters
|
98
|
SECTION 11.
|
MISCELLANEOUS
|
100
|
Section 11.1.
|
Withholding Taxes
|
100
|
Section 11.2.
|
Holidays
|
105
|
Section 11.3.
|
No Waiver, Cumulative Remedies
|
105
|
Section 11.4.
|
Amendments
|
106
|
Section 11.5.
|
Costs and Expenses
|
107
|
Section 11.6.
|
No Waiver, Cumulative Remedies
|
108
|
Section 11.7.
|
Survival of Representations and Indemnities
|
109
|
Section 11.8.
|
Construction
|
109
|
Section 11.9.
|
Notices
|
109
|
Section 11.10.
|
Obligations Several
|
109
|
Section 11.11.
|
Headings
|
110
|
Section 11.12.
|
Severability of Provisions
|
110
|
Section 11.13.
|
Counterparts
|
110
|
Section 11.14.
|
Binding Nature and Governing Law
|
110
|
Section 11.15.
|
Entire Understanding
|
110
|
Section 11.16.
|
Participations
|
110
|
Section 11.17.
|
Assignments
|
111
|
Section 11.18.
|
Terms of Collateral Documents not Superseded
|
115
|
Section 11.19.
|
PERSONAL JURISDICTION
|
115
|
(a)
|
Exclusive Jurisdiction
|
115
|
(b)
|
Other Jurisdictions
|
115
|
Section 11.20.
|
Currency
|
115
|
Section 11.21.
|
Currency Equivalence
|
116
|
Section 11.22.
|
Change in Currency
|
116
|
Section 11.23.
|
Interest Rate Limitation
|
117
|
Section 11.24.
|
USA Patriot Act
|
117
|
Section 11.25.
|
Confidentiality
|
117
|
Section 11.26.
|
Sharing of Set‑Off
|
118
|
Section 11.27.
|
Set‑off
|
118
|
Section 11.28.
|
Amendment and Restatement
|
119
|
Section 11.29.
|
Removal of Lenders and Assignment of Interests; Equalization of Loans
|
119
|
Section 11.30.
|
No Fiduciary Duties
|
120
|
Section 11.31.
|
Acknowledgment and Consent to Bail-in of EEA Financial Institutions
|
121
|
Section 11.32.
|
Acknowledgement Regarding Any Supported QFCs
|
121
|
Signature Page
|
1
|
SECTION 1.
|
THE CREDITS .
|
Payment Date
|
Payment Amount
|
December 31, 2020
|
$7,500,000
|
December 31, 2021
|
$15,000,000
|
December 31, 2022
|
$15,000,000
|
December 31, 2023
|
$15,000,000
|
December 31, 2024
|
$15,000,000
|
SECTION 2.
|
INTEREST .
|
SECTION 3.
|
FEES, PAYMENTS, REDUCTIONS, APPLICATIONS AND NOTATIONS .
|
SECTION 4.
|
THE COLLATERAL AND THE GUARANTEES .
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES .
|
SECTION 6.
|
CONDITIONS PRECEDENT .
|
SECTION 7.
|
COVENANTS .
|
SECTION 8.
|
EVENTS OF DEFAULT AND REMEDIES .
|
SECTION 9.
|
DEFINITIONS INTERPRETATIONS .
|
Level I
|
Level II
|
Level III
|
Level IV
|
Level V
|
|
Leverage Ratio
|
|
≥1.00x and
|
≥2.00x and
|
≥2.50x and
|
≥3.00x
|
Base Rate
Loan Margin
|
0.00%
|
0.25%
|
0.375%
|
0.50%
|
0.75%
|
Eurodollar Loan
Margin and L/C Participation Fee for Financial Letters of Credit |
1.00%
|
1.25%
|
1.375%
|
1.50%
|
1.75%
|
Commitment Fee
|
0.10%
|
0.125%
|
0.15%
|
0.20%
|
0.25%
|
L/C Participation Fees for Performance Letters of Credit
|
0.75%
|
0.95%
|
1.00%
|
1.125%
|
1.30%
|
SECTION 10.
|
THE AGENT .
|
SECTION 11.
|
MISCELLANEOUS .
|
By
|
___________________________________
|
By
|
___________________________________
Name: Mark A. Pompa |
Title:
|
Director
|
By
|
___________________________________
|
A.
|
LEVERAGE RATIO (SECTION 7.7)
|
|
its Restricted Subsidiaries for past 12 calendar months $________
|
B.
|
INTEREST COVERAGE RATIO (SECTION 7.8)
|
1.
|
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
|
2.
|
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
|
3.
|
Select as appropriate.
|
4.
|
Include bracketed language if there are either multiple Assignors or multiple Assignees.
|
2.
|
Assignee
[s]
: ________________________________
|
3.
|
Borrower(s): EMCOR Group, Inc.
|
4.
|
Agent: Bank of Montreal, as the Agent under the Credit Agreement
|
5.
|
Credit Agreement: Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 among EMCOR Group, Inc., certain of its Subsidiaries, as Borrowers, the Lenders parties thereto, Bank of Montreal, as Agent, and the other agents parties thereto
|
6.
|
Assigned Interest[s]:
|
ASSIGNOR[S]
5
|
Assignee[s]
6
|
Facility Assigned
7
|
Aggregate Amount of Commitment/Loans for all Lenders
8
|
AMOUNT OF COMMITMENT/LOANS ASSIGNED
8
|
Percentage Assigned of Commitment/
Loans 9 |
$
|
$
|
%
|
|||
$
|
$
|
%
|
|||
$
|
$
|
%
|
5.
|
List each Assignor, as appropriate.
|
6.
|
List each Assignee, as appropriate.
|
7.
|
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Loan Commitment,” etc.)
|
8.
|
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
|
9.
|
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
|
10.
|
To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.
|
11.
|
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).
|
12.
|
Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).
|
13.
|
To be added only if the consent of the Agent is required by the terms of the Credit Agreement.
|
14.
|
To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender, Issuer) is required by the terms of the Credit Agreement.
|
SECTION 1.
|
REPRESENTATIONS AND WARRANTIES.
|
SECTION 2.
|
PAYMENTS.
|
SECTION 3.
|
GENERAL PROVISIONS.
|
By
|
___________________________________
|
Lender
|
U.S. Dollar Commitment
|
Multicurrency Commitment
|
To:
|
Bank of Montreal, as Agent for the Lenders party to the Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 (as extended, renewed, amended or restated from time to time, the
“Credit Agreement”
), among EMCOR Group, Inc. (the
“Company”
), the other Borrowers party thereto, the Lenders party thereto, and Bank of Montreal, individually and as Agent.
|
By
|
___________________________________
|
Lender
|
U.S. Dollar Commitment
|
U.S. Dollar
Percentage |
Multicurrency
Commitment |
Multicurrency
Percentage |
Aggregate Revolving
Commitment |
Percentage
|
|||||||||
Bank of Montreal
|
|
$150,312,500.00
|
|
11.5625
|
%
|
|
$150,312,500.00
|
|
11.5625
|
%
|
|
$150,312,500.00
|
|
11.5625
|
%
|
Bank of America, N.A.
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
JPMorgan Chase Bank, N.A.
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
U.S. Bank National Association
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
Citizens Bank, N.A,
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
|
$138,125,000.00
|
|
10.625
|
%
|
Wells Fargo Bank, N.A.
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
Truist Bank
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
PNC Bank, National Association
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
|
$101,562,500.00
|
|
7.8125
|
%
|
TD Bank, N.A.
|
|
$69,062,500.00
|
|
5.3125
|
%
|
|
$69,062,500.00
|
|
5.3125
|
%
|
|
$69,062,500.00
|
|
5.3125
|
%
|
HSBC Bank USA, National Association
|
|
$40,625,000.00
|
|
3.125
|
%
|
|
$40,625,000.00
|
|
3.125
|
%
|
|
$40,625,000.00
|
|
3.125
|
%
|
Webster Bank, N.A.
|
|
$40,625,000.00
|
|
3.125
|
%
|
|
$40,625,000.00
|
|
3.125
|
%
|
|
$40,625,000.00
|
|
3.125
|
%
|
BBVA USA
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
Fifth Third Bank, National Association
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
KeyBank, N.A.
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
|
$36,562,500.00
|
|
2.8125
|
%
|
People’s United Bank, National Association
|
|
$32,500,000.00
|
|
2.5
|
%
|
|
$32,500,000.00
|
|
2.5
|
%
|
|
$32,500,000.00
|
|
2.5
|
%
|
Total
|
|
$1,300,000,000.00
|
|
100.0
|
%
|
|
$1,300,000,000.00
|
|
100.0
|
%
|
|
$1,300,000,000.00
|
|
100.0
|
%
|
LENDER |
Term Loan Commitment
|
Percentage
|
|||
Bank of Montreal
|
|
$34,687,500.00
|
|
11.5625
|
%
|
Bank of America, N.A.
|
|
$31,875,000.00
|
|
10.625
|
%
|
JPMorgan Chase Bank, N.A.
|
|
$31,875,000.00
|
|
10.625
|
%
|
U.S. Bank National Association
|
|
$31,875,000.00
|
|
10.625
|
%
|
Citizens Bank, N.A,
|
|
$31,875,000.00
|
|
10.625
|
%
|
Wells Fargo Bank, N.A.
|
|
$23,437,500.00
|
|
7.8125
|
%
|
Truist Bank
|
|
$23,437,500.00
|
|
7.8125
|
%
|
PNC Bank, National Association
|
|
$23,437,500.00
|
|
7.8125
|
%
|
TD Bank, N.A.
|
|
$15,937,500.00
|
|
5.3125
|
%
|
HSBC Bank USA, National Association
|
|
$9,375,000.00
|
|
3.125
|
%
|
Webster Bank, N.A.
|
|
$9,375,000.00
|
|
3.125
|
%
|
BBVA USA
|
|
$8,437,500.00
|
|
2.8125
|
%
|
Fifth Third Bank, National Association
|
|
$8,437,500.00
|
|
2.8125
|
%
|
KeyBank, N.A.
|
|
$8,437,500.00
|
|
2.8125
|
%
|
People’s United Bank, National Association
|
|
$7,500,000.00
|
|
2.5
|
%
|
Total
|
|
$300,000,000.00
|
|
100.00
|
%
|
Number
|
Issuer
|
Beneficiary
|
Amount
|
Expiry Date
|
||
HACH19624OS
|
BMO Harris Bank N.A.
|
Indemnity Insurance Companies of North America ACE American Ins.
|
|
$62,761
|
|
10/01/20
|
HACH482065OS
|
BMO Harris Bank N.A.
|
American Casualty Company of Reading, Pennsylvania and/or Transportation Insurance Company and/or Continental Casualty Company
|
|
$72,316,000
|
|
10/20/20
|
68030875 (S608276)
|
Bank of America Merrill Lynch
|
American Casualty Company of Reading, Pennsylvania and/or Transportation Insurance Company and/or Continental Casualty Company
|
|
$5,642,000
|
|
10/01/20
|
BMCH357885OS
|
BMO Harris Bank N.A.
|
The Travelers Indemnity Company
|
|
$25,000
|
|
01/20/21
|
BMCH357838OS
|
BMO Harris Bank N.A.
|
Zurich American Insurance Company
|
|
$66,000
|
|
01/20/21
|
HACH408922OS
|
BMO Harris Bank N.A.
|
ACE American Insurance Company
|
|
$72,802
|
|
07/31/20
|
HACH408906OS
|
BMO Harris Bank N.A.
|
National Union Fire Insurance Co. of Pittsburgh, PA and American Home Insurance Company
|
|
$180,548
|
|
07/31/20
|
HACH467543OS
|
BMO Harris Bank N.A.
|
Gadol 45 Owner, LLC
|
|
$98,072
|
|
05/05/20
|
HACH564298OS
|
BMO Harris Bank N.A.
|
Commissioner of the Dept. of Financial Regulation, State of Vermont
|
|
$500,000
|
|
06/01/20
|
1.
|
$9.7 million payable under finance leases and purchase money mortgages.
|
2.
|
The Company and its Subsidiaries have guaranteed the obligations of one another in respect of bonds issued by surety companies. Certain of these obligations are secured by a lien upon the assets of each guarantor.
|
3.
|
The Company has guaranteed obligations of its Subsidiaries under certain real estate leases and customer contracts.
|
4.
|
The information contained in Schedules 7.11 and 7.12 is hereby incorporated by reference thereto.
|
1.
|
The Company and its Subsidiaries
|
a.
|
The Company’s Subsidiaries have obtained bonds from surety companies. The agreements pursuant to which the bonds were issued and will be issued in the future provide that the Company and most of its Subsidiaries agree to hold such surety companies harmless in respect of such bonds and grant liens upon certain of their assets in favor of the bonding companies to secure such “hold harmless” obligations.
|
b.
|
Miscellaneous finance leases, purchase money mortgages and other liens relating to the Company’s Subsidiaries securing obligations approximating $4.2 million.
|
2.
|
UK Subsidiaries
|
a.
|
Bank Account Security Deed relating to Peacehaven Schools PFI Project in favor of ING Bank by EMCOR Facilities Services Limited.
|
Investments
|
Amount of investment
|
Payee or holder
|
1. Colony Holdings Ltd.
(Bermuda) |
60,000 shares —12% interest
|
Monumental Investment Corporation
|
2. Baltimore Ravens
|
License (right) for 16 seats
|
The Poole and Kent Corporation
|
3. F & G Mechanical Inc.
|
90 shares – 45% interest
|
F & G Mechanical Corporation (New York)
|
4. C & H Services LLC
|
50% Interest
|
Ohmstede Ltd.
|
5. CTSI-CES Facility Services, LLC
|
40% Interest
|
EMCOR Government Services, Inc.
|
6. Betlem Plumbing Services, Inc.
|
49% Interest
|
The Bettem Service Corporation
|
7. Helix Management Services, Inc.
|
40% Interest
|
EMCOR Government Services, Inc.
|
8. Legends 3 LLC
|
50% Interest
License (right) for 6 seats New York Yankees
|
EMCOR Group, Inc.
|
9. Action Integrated Services, LLC
|
51% interest
|
EMCOR Government Services, Inc.
|
10. AEPAX, LLC
|
41% Interest
|
EMCOR Government Services, Inc.
|
11. Wake Solutions, LLC
|
41% Interest
|
EMCOR Government Services, Inc.
|
12. Ku Nalu Kai, LLC
|
40% Interest
|
EMCOR Government Services, Inc.
|
By:
|
CSUSA Holdings L.L.C., its General Partner
|
By:
|
Ohmstede Partners LLC, its General Partner
|
By
|
___________________________________
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
EMCOR Group, Inc.
|
None
|
None
|
EMCOR Construction Services, Inc.
|
None
|
None
|
EMCOR Building Services, Inc.
|
None
|
None
|
EMCOR Mechanical Services, Inc.
|
None
|
None
|
EMCOR Industrial Services, Inc.
|
None
|
None
|
EMCOR Facilities Services, Inc.
|
None
|
Viox Services
|
EMCOR Industrial Services Consulting Group
|
||
Facilities Knowledge Center (with respect to the Phoenix, AZ property)
EMCOR Customer Solutions Center
EMCOR Mobile Services
EMCOR Mechanical Services
EMCOR Services
|
||
Mesa Energy Systems, Inc.
|
None
|
EMCOR Services Integrated Solutions
|
EMCOR Services
|
||
Fuller Air Conditioning
|
||
EMCOR Service Fuller Air
EMCOR Services Mesa
Hillcrest Air Conditioning
Hillcrest Sheet Metal
EMCOR Service Mesa
EMCOR Services Nevada
EMCOR Services Arizona
EMCOR Services Mesa Energy
EMCOR Services Hillcrest
EMCOR Services EMCOR Services, Mesa Energy Systems |
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
EMCOR Mechanical/
Electrical Services (East), Inc.
|
None
|
None
|
Heritage Mechanical Services, Inc.
|
None.
|
EMCOR Service Heritage Air Systems
Heritage Air Systems
Heritage Mechanical Services
|
Welsbach Electric Corp.
|
None
|
Tech Serv
Broadway Maintenance
Serota Signs
AZCO Modular Structures
|
Forest Electric Corp.
|
None
|
Forest Datacom Services
|
Forest Electric NY
|
||
Forest Electric NJ
|
||
Welsbach Electric Corp. of L.I.
|
None
|
Broadway Maintenance Forest/Welsbach Technical Services
|
Penguin Maintenance and Services Inc.
|
None
|
Broadway Electrical Maintenance
|
Penguin Air Conditioning Corp.
|
None
|
Penguin Broadway Electrical Maintenance
EMCOR Service Penguin Air
Penguin Broadway Maintenace & Service
Penguin
|
J. C. Higgins Corp.
|
None
|
Tucker Mechanical
|
EMCOR Services, Tucker Mechanical
J.C. Higgins
J.C. Higgins Service Company
Gibbs-McAllister
|
||
EMCOR Hyre Electric Co. of Indiana, Inc.
|
None.
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Gibson Electric Co., Inc.
|
None
|
EMCOR Technologies
|
Gibson Electric and Technologies
Gibson Electric & Technology Solutions
|
||
University Mechanical & Engineering Contractors, Inc. (California Corporation)
|
None
|
Spira-Loc
University Industrial Services
|
University Marelich Mechanical
|
||
University Mechanical & Engineering Contractors, Inc. (Arizona Corporation)
|
None
|
None
|
Hansen Mechanical Contractors, Inc.
|
None
|
None
|
Trautman & Shreve, Inc.
|
None
|
None
|
EMCOR Gowan, Inc.
|
None
|
Gowan, Inc.
|
The Warren Company
|
||
Gowco
Gowco, Inc.
|
||
Systems Commissioning, Inc.
|
||
Gowan Sheet Metal
Gowan Sheet Metal, Inc.
|
||
EMCOR Service Gowan
|
||
EMCOR Service Gowan, Inc.
Gowan Mechanical Services
|
||
MES Holdings Corporation
|
None
|
None
|
R. S. Harritan & Company, Inc.
|
None
|
None
|
DeBra-Kuempel Inc.
|
None
|
EMCOR Service Automated Controls
|
Dynalectric Ohio
|
||
Marelich Mechanical Co., Inc.
|
None
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Dynalectric Company
|
None
|
Wasatch
|
Wasatch Electric
|
||
Dynalectric Information Technologies
|
||
Dynalectric Service & Systems Group
|
||
EMCOR Construction Services
|
||
Dynatechnologies
|
||
Dynalectric San Diego
|
||
Dynalectric Los Angeles
|
||
Dynalectric Colorado
|
||
Dynalectric Washington, DC
|
||
Dynalectric Florida
|
||
Dynalectric Oregon
|
||
DYN Specialty Contracting, Inc.
|
None
|
None
|
KDC Inc.
|
None
|
KDC Systems
|
Dynalectric
|
||
IDMA
|
||
Kirkwood Dynalectric
Dynalectric Los Angeles
|
||
Contra Costa Electric, Inc.
|
None
|
None
|
Dynalectric Company of Nevada
|
None
|
None
|
EMCOR Services Northeast, Inc.
|
None
|
EMCOR Services Balco/
J.C. Higgins
|
EMCOR Services CommAir
|
||
EMCOR Services Northeast CommAir
|
||
EMCOR Services Northeast CommAir Balco
EMCOR Services Balco
|
||
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Building Technology Engineers, Inc.
|
None
|
BTE (Massachusetts), Inc.
|
BTE of Massachusetts
|
||
Building Operations Technologies of Mass
|
||
Building Technology, Inc.
|
||
Building Technology
|
||
Poole & Kent Company of Florida
|
None
|
Poole & Kent Contractors
|
Monumental Investment Corporation
|
None
|
None
|
The Poole and Kent Corporation
|
None
|
EMCOR Services Poole and Kent
|
Poole and Kent Construction Services
|
||
The Poole and Kent Company
|
None
|
EMCOR Service Poole and Kent
|
The Poole and Kent Company of Maryland
|
||
S. A. Comunale Co., Inc.
|
None
|
None
|
Air Systems, Inc.
|
None.
|
EMCOR Services Air Systems
|
EMCOR Services
|
||
Fluidics, Inc.
|
None.
|
EMCOR Services Fluidics
EMCOR Services Integrated Solutions
EMCOR Services
|
Poole and Kent - New England, Inc.
|
None
|
None
|
EMCOR-CSI Holding Co.
|
None
|
None
|
Central Mechanical Construction Co., Inc.
|
None
|
None.
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
CS48 Acquisition Corp.
|
None
|
None
|
CSUSA Holdings L.L.C.
|
None
|
None
|
F & G Mechanical Corporation
|
None
|
F&G Northeast
|
EMCOR Services New York/
New Jersey, Inc.
|
None.
|
EMCOR Services Gotham Air
Gotham Air Conditioning
Services
EMCOR Services
|
EMCOR Services Trimech
|
||
Hillcrest Sheet Metal, Inc.
|
None
|
Healthy Air Ducts
|
Hillcrest Air Conditioning
EMCOR Services Hillcrest
|
||
Illingworth-Kilgust Mechanical, Inc.
|
None.
|
Illingworth-Kilgust Mechanical
EMCOR Services Integrated
Solutions
|
Lowrie Electric Company, Inc.
|
None
|
None
|
Meadowlands Fire Protection Corp.
|
None
|
None
|
Shambaugh & Son, L.P.
|
None
|
|
Ed Grace
|
||
Advanced Systems Group
|
||
Advanced Systems Computer Consultant
Havel
EMCOR Facility Services
EMCOR Construction Services
Dynalectric Michigan
|
||
Precision Controls of Indianapolis
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Allan Automatic Sprinkler of So. Cal
Northstar Fire Protection of Texas
Dalmation Fire
EMCOR Services
Shambaugh
Detroit Fire Protection
EMCOR Construction Services Midwest
Precision of Indianapolis
Progressive Pipe Fabricators
|
||
The Fagan Company
|
None
|
KC Fab
|
TFC, Inc.
Fagan HVAC Services Company
EMCOR Services Fagan
|
||
Walker-J-Walker, Inc.
|
None
|
EMCOR Services Walker J. Walker
|
EMCOR Services Integrated Solutions
|
||
EMCOR Government Services, Inc.
|
Consolidated Services, Inc.
EMCOR Services
Consolidated Services of Maryland, Inc.
|
|
Consolidated Engineering Services
Consolidated Engineering Services
|
||
|
EMCOR Medical Facilities Services
|
|
EMCOR Services CES, Inc.
|
None
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Aircond Corporation
|
None
|
EMCOR Services Aircond
EMCOR Services Integrated Solutions
EMCOR Service Integrated Services
|
EMCOR Services LT Mechanical
LT Mechanical
EMCOR Services
|
||
The Betlem Service Corporation
|
None
|
EMCOR Services Betlem Residential
EMCOR Services Betlem Home Energy
Betlem Heating and Air
Conditioning
|
EMCOR Services Betlem Service
EMCOR Services Betlem
|
||
Betlem Home Energy
EMCOR Services
|
||
Combustioneer Corporation
|
None
|
EMCOR Services Combustioneer
|
Concor Networks, Inc.
|
None
|
None
|
EMCOR Services Team Mechanical, Inc.
|
None.
|
Team Mechanical
EMCOR Services Midwest
|
New England Mechanical Services, Inc.
|
None
|
NEMSI
EMCOR Services Tri-Tech
|
EMCOR Services New England Mechanical
EMCOR Services
|
||
FR X Ohmstede Acquisitions Co.
|
None
|
None
|
Ohmstede Partners LLC
|
None
|
None
|
HNT Holdings Inc.
|
None
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Ohmstede Industrial Services Inc.
|
None
|
Ohmstede Energy
Services Divison
Elite Project Planning
|
Ohmstede Holdings LLC
|
None
|
None
|
Ohmstede Ltd.
|
None
|
Ohmstede Ltd., LP
Ohmstede Ltd., Limited Partnership
|
Performance Mechanical, Inc.
|
None
|
None
|
Mechanical Services of Central Florida, Inc.
|
None
|
EMCOR Services Integrated Solutions of Florida
EMCOR Services MSI – Mechanical Services
Quality Mechanical Solutions
|
Harry Pepper & Associates, Inc.
|
None
|
None
|
MOR PPM, Inc.
|
None
|
PPM
|
USM (Delaware) Inc.
|
None
|
None
|
Redman Equipment and Manufacturing Company
|
None
|
None
|
USM, Inc.
|
None
|
None
|
Bahnson, Inc.
|
None
|
USM Facilities Services
USM Services, Inc.
US Maintenance, Inc.
Bahnson Mechanical Systems
Mechanical Specialties Contractors
Bahnson Environmental Specialties
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Mechanical Specialties Contractors, Inc.
|
None
|
Bahnson Mechanical Specialties Contractors
|
Bahnson Environmental Specialties, LLC
|
None
|
Bahnson
|
Food Tech, Inc.
|
None
|
Technology Food Systems, Inc.
|
Scalise Industries Corporation
|
None
|
EMCOR Services Scalise Industries
SI Technologies
EMCOR Services Integrated Solutions
EMCOR Services Pittsburg
|
Southern Industrial Constructors, Inc.
|
None
|
Southern Crane
Triangle Southern Industrial Constructors, Inc.
|
RepconStrickland, Inc.
|
None
|
None
|
AltairStrickland Holdings LLC
|
None
|
None
|
ASG Diamond LLC
|
None
|
None
|
ASI Industrial Services, LLC
|
None
|
None
|
USM Services Holdings, Inc.
|
None
|
None
|
Bahson Holdings, Inc.
|
None
|
None
|
Intermech, Inc.
|
None
|
None
|
Diamond Refractory Services, LLC
|
None
|
None
|
Mercury Industrial Materials, LLC
|
None
|
None
|
Turnaround Welding Services, LLC
|
None
|
None
|
AltairStrickland, LLC
|
None
|
None
|
AltairStrickland International, LLC
|
None
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
AltairStrickland Holdings California, Inc.
|
None
|
None
|
Repcon, Inc.
|
None
|
None
|
Repcon International, Inc.
|
None
|
None
|
Rabalais Constructors, LLC
|
None
|
Rabalais I&E Constructors
Rabalais Instrument & Electrical Constructors
|
Rabalais Electric
|
||
Rabalais Electrial Constructors
|
||
Ardent Services L.L.C.
|
None
|
Ascent Power & Process Reliability
|
AR Holding Corp.
|
None
|
AR Holding Corp of Delaware
AR Holding Florida Corp
AR Electronical Holding Corp.
|
Ardent Companies, Inc.
|
None
|
None
|
Newcomb and Company
|
None
|
None
|
Newcomb Affiliates, Inc.
|
None
|
None
|
Ardent Offshore Services, LLC
|
None
|
None
|
Baker Electric, Inc.
|
None
|
None
|
Batchelor & Kimball, Inc.
|
None
|
None
|
CCI Mechanical, Inc.
|
None
|
CCI Service
|
EMCOR – CCI Holdings, Inc.
|
None
|
None
|
EMCOR Mechanical Holdings, Inc.
|
None
|
None
|
EMCOR Mechanical Services Holdings, Inc.
|
None
|
None
|
EMCOR Mechanical/Electrical Holdings, Inc.
|
None
|
None
|
Debtor’s Name
|
Prior Legal Name in Past 5 Years
|
Trade Names/Names in Past 5 Years
|
Hill York Service Company, LLC
|
Hill York Service Corporation
|
None
|
HYS Holding Corp.
|
None
|
None
|
Morley-Moss, Inc.
|
None
|
Thermal Control
|
Tucker Mechanical, Inc.
|
None
|
EMCOR Services Tucker Mechanical
|
Investments
|
Amount of investment
|
Payee or holder
|
1. Colony Holdings Ltd.
(Bermuda) |
60,000 shares —12% interest
|
Monumental Investment Corporation
|
2. Baltimore Ravens
|
License (right) for 16 seats
|
The Poole and Kent Corporation
|
3. F & G Mechanical Inc.
|
90 shares – 45% interest
|
F & G Mechanical Corporation (New York)
|
4. C & H Services LLC
|
50% Interest
|
Ohmstede Ltd.
|
5. CTSI-CES Facility Services, LLC
|
40% Interest
|
EMCOR Government Services, Inc.
|
6. Betlem Plumbing Services, Inc.
|
49% Interest
|
The Bettem Service Corporation
|
7. Helix Management Services, Inc.
|
40% Interest
|
EMCOR Government Services, Inc.
|
8. Legends 3 LLC
|
50% Interest
License (right) for 6 seats New York Yankees
|
EMCOR Group, Inc.
|
9. Action Integrated Services, LLC
|
51% interest
|
EMCOR Government Services, Inc.
|
10. AEPAX, LLC
|
41% Interest
|
EMCOR Government Services, Inc.
|
11. Wake Solutions, LLC
|
41% Interest
|
EMCOR Government Services, Inc.
|
12. Ku Nalu Kai, LLC
|
40% Interest
|
EMCOR Government Services, Inc.
|
NAME OF DEBTOR
(AND ORGANIZATION NO.) |
CHIEF EXECUTIVE OFFICE
|
ADDITIONAL PLACES OF BUSINESS
|
LOCATION OF COLLATERAL HELD BY DEBTOR
|
DEBTOR'S NAME
|
PRIOR LEGAL NAME
|
TRADE NAMES/
NAMES IN PAST 5 YEARS |
__________________________________
|
__________________________________
|
INVESTMENT PROPERTY
|
__________________________________
|
__________________________________
|
COMMERCIAL TORT CLAIMS
|
_________________________
|
By___________________________________
|
|
SECTION 1.
|
TERMS DEFINED IN CREDIT AGREEMENT.
|
SECTION 2.
|
GRANT OF SECURITY INTEREST IN THE PLEDGED SECURITIES; OBLIGATIONS SECURED.
|
SECTION 4.
|
VOTING RIGHTS AND DIVIDENDS.
|
SECTION 5.
|
POWER OF ATTORNEY.
|
SECTION 6.
|
DEFAULTS AND REMEDIES.
|
SECTION 7.
|
PRIMARY SECURITY; OBLIGATIONS ABSOLUTE.
|
SECTION 8.
|
APPLICATION OF PROCEEDS.
|
SECTION 9.
|
CONTINUING AGREEMENT.
|
SECTION 10.
|
THE AGENT.
|
SECTION 11.
|
MISCELLANEOUS.
|
By:
|
CSUSA Holdings L.L.C., its General Partner
|
By:
|
Ohmstede Partners LLC, its General Partner
|
By
|
___________________________________
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
EMCOR Group, Inc.
|
MES Holdings Corporation
|
No. 1
|
100 shares
|
EMCOR Mechanical/Electrical Services (East), Inc.
|
Forest Electric Corp.
|
No. 2
|
100 shares
|
J.C. Higgins Corp.
|
No. 2
|
100 shares
|
|
Penguin Maintenance and Services, Inc.
|
No. 2
|
100 shares
|
|
Penguin Air Conditioning Corp.
|
No. A-5
|
100 shares
|
|
No. B-4
|
500 shares
|
||
Welsbach Electric Corp.
|
No. 3
|
100 shares
|
|
Welsbach Electric Corp. of L.I.
|
No. 5
|
10 shares
|
|
R. S. Harritan & Company, Inc.
|
No. 2
|
100 shares
|
|
Heritage Mechanical Services, Inc.
|
No. 2
|
100 shares
|
|
EMCOR Construction Services, Inc.
|
EMCOR Mechanical/Electrical Services
|
No. 3
|
100 shares
|
(East), Inc.
|
|||
EMCOR Hyre Electric Co. of Indiana, Inc.
|
No. 1
|
100 shares
|
|
Dyn Specialty Contracting, Inc.
|
No. 8
|
100 shares
|
|
University Mechanical & Engineering
|
No. 2021
|
20 shares
|
|
Contractors, Inc.
|
|||
Marelich Mechanical Co., Inc.
|
No 2
|
100 shares
|
|
University Marelich Mechanical, Inc.
|
No.1
|
100 shares
|
|
Design Air, Limited
|
No. 6
|
550 shares
|
|
EMCOR Gowan, Inc.
|
No. 4
|
100 shares
|
|
|
2 Note to Draft: Company to provide updated Schedule A.
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
DeBra-Kuempel Inc. (f/k/a The Fred B. DeBra Co.)
|
No. 2-A
|
100 shares
|
|
No. 4
|
1,000 shares
|
||
Gibson Electric Co., Inc.
|
No. 64B
|
100 shares
|
|
S. A. Comunale Co., Inc.
|
No. 67
|
100 shares
|
|
No. 21
|
100 shares
|
||
Bahnson Holdings, Inc.
|
No. 7
|
10,000 shares
|
|
No. P-5
|
2,000 shares
|
||
Performance Mechanical, Inc.
|
No. 21
|
100 shares
|
|
Harry Pepper & Associates, Inc.
|
No. 25
|
2,010 shares
|
|
Concor Networks, Inc.
|
No. 1
|
100 shares
|
|
Southern Industrial Constructors, Inc.
|
No. 46
|
100 shares
|
|
University Mechanical & Engineering Contractors, Inc., a California corporation
|
Hansen Mechanical Contractors, Inc.
|
No. 33
|
1,539 shares
|
Trautman & Shreve, Inc.
|
No. 5
|
100 shares
|
|
University Mechanical & Engineering Contractors, Inc., an Arizona corporation
|
No. 5
|
30,000 shares
|
|
MES Holdings Corporation
|
|||
EMCOR Construction Services, Inc.
|
No. 1
|
100 shares
|
|
Monumental Investment Corporation
|
No. AC14
|
100 shares
|
|
EMCOR-CSI Holding Co.
|
No. 2
|
100 shares
|
|
Poole & Kent Company of Florida
|
No. 1
|
100 shares
|
|
EMCOR Building Services, Inc.
|
No. 1
|
100 shares
|
|
EMCOR Industrial Services, Inc.
|
No. 1
|
100 shares
|
|
AR Holding Corp.
|
No. 1
|
100 shares
|
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
EMCOR Building Services, Inc.
|
|||
EMCOR Mechanical Services, Inc.
|
No. 1
|
100 shares
|
|
EMCOR Government Services, Inc.
|
No. A8
|
13,585,000 shares
|
|
MOR PPM, Inc.
|
No. 7
|
100 shares
|
|
EMCOR Facilities Services, Inc.
|
No. 9
|
1,620 shares
|
|
Class
|
(non-voting)
|
||
No. 10
|
180 shares
|
||
Class
|
A (voting)
|
||
AR Holding Corp.
|
|||
Ardent Services, L.L.C.
|
N/A
|
N/A
|
|
Rabalais Constructors, LLC
|
N/A
|
N/A
|
|
Ardent Services, L.L.C.
|
|||
Ardent Companies, Inc.
|
No. 19
|
1 share
|
|
EMCOR Facilities Services, Inc.
|
|||
Building Technology Engineers, Inc.
|
No. 4
|
11,000 shares
|
|
EMCOR Mechanical Services, Inc.
|
|||
EMCOR Services CES, Inc.
|
No. 1
|
100 shares
|
|
USM Services Holdings, Inc.
|
No. 3
|
1,000 shares
|
|
Mesa Energy Systems, Inc.
|
No. 26
|
100 shares
|
|
Air Systems, Inc.
|
No. 10
|
100 shares
|
|
EMCOR Services Northeast, Inc.
|
No. 54
|
2,500 shares
|
|
EMCOR Services New York/New Jersey, Inc.
|
No. CS7
|
100 shares
|
|
Fluidics, Inc.
|
No. 16
|
99 shares
|
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
Mechanical Services of Central Florida, Inc.
|
No. 7
|
100 shares
|
|
Scalise Industries Corporation
|
No. 8
|
100 shares
|
|
Aircond Corporation
|
No. 6
|
5,000 shares
|
|
The Betlem Service Corporation
|
No. 43
|
640 shares
|
|
EMCOR Services Team Mechanical, Inc.
|
No. 7
|
100 shares
|
|
New England Mechanical Services, Inc.
|
No. 37
|
54 shares
|
|
(non-voting)
|
|||
No. 38
|
559 shares voting
|
||
Newcomb Affiliates, Inc.
|
No. 15
|
1,679 shares
|
|
voting
|
|||
No. 42
|
7,711 shares
|
||
non-voting
|
|||
Newcomb Affiliates, Inc.
|
Newcomb and Company
|
No. 1
|
800 shares
|
EMCOR Industrial Services, Inc.
|
FR X Ohmstede Acquisitions Co.
|
No. 5
|
1,000 shares
|
RepconStrickland, Inc.
|
No. 15
|
1,000 shares
|
|
EMCOR Government Services, Inc.
|
Combustioneer Corporation
|
No. 15
|
2,500 shares
|
EMCOR Government Services, Inc.
|
Combustioneer Corporation
|
No. 15
|
2,500 shares
|
Dyn Specialty Contracting, Inc.
|
Dynalectric Company
|
No. 1
|
100 shares
|
Dynalectric Company of Nevada
|
No. 13
|
166 ½ shares
|
|
Contra Costa Electric, Inc.
|
No. 39
|
100 shares
|
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
KDC Inc.
|
No. 16
|
8,333 shares
|
|
Monumental Investment Corporation
|
The Poole and Kent Corporation
|
No. 4
|
5,000 shares
|
Poole and Kent Connecticut, Inc.
|
No. 1
|
10,000 shares
|
|
Poole and Kent New England, Inc.
|
No. 4
|
10,000 shares
|
|
The Poole and Kent Company
|
No. 1
|
5,000 shares
|
|
EMCOR-CSI Holding Co.
|
CSUSA Holdings L.L.C.
|
N/A
|
N/A
|
Central Mechanical Construction, Inc.
|
No. CS3
|
100 shares
|
|
F&G Mechanical Corporation
|
No. CS3
|
100 shares
|
|
Hillcrest Sheet Metal, Inc.
|
No. CS3
|
100 shares
|
|
Illingworth-Kilgust Mechanical, Inc.
|
No. CS4
|
100 shares
|
|
Lowrie Electric Company, Inc.
|
No. CS3
|
100 shares
|
|
Meadowlands Fire Protection Corp.
|
No. CS3
|
100 shares
|
|
|
|||
The Fagan Company
|
No. CS3
|
100 shares
|
|
Food Tech, Inc.
|
No. 1
|
100 shares
|
|
Walker-J-Walker, Inc.
|
No. CS3
|
100 shares
|
|
CSUSA Holdings L.L.C.
|
Shambaugh & Son, L.P.
|
General Partnership Interest
|
|
CS48 Acquisition Corp.
|
CS48 Acquisition Corp.
|
CS-3
|
100 shares
|
Shambaugh & Son, L.P.
|
Limited Partnership Interest
|
||
New England Mechanical Services, Inc.
|
New England Mechanical Services of Massachusetts, Inc.
|
No. 1
|
100 shares
|
FR X Ohmstede Acquisitions Co.
|
|||
HNT Holdings Inc.
|
HNT Holdings Inc.
|
No. 12
|
238,799 shares
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
Ohmstede Partners LLC
|
Ohmstede Partners LLC
|
No. 1
|
100 units
|
Ohmstede Holdings LLC
|
Ohmstede Holdings LLC
|
No. 1
|
100 units
|
Ohmstede Ltd.
|
Ohmstede Ltd.
|
No. 1
|
1 unit
|
Ohmstede Ltd.
|
No. 2
|
99 units
|
|
Ohmstede Industrial Services Inc.
|
No. 19
|
400 shares
|
|
Redman Equipment & Manufacturing Company
|
No. 87
|
100 shares
|
|
Bahnson Holdings, Inc.
|
|||
Bahnson, Inc.
|
Bahnson, Inc.
|
No. 1-A
|
4,000 shares
|
Mechanical Specialties Contractors, Inc.
|
No. 7
|
2,000 shares
|
|
Intermech, Inc.
|
No. 2
|
5,000 shares
|
|
Bahnson Environmental Specialties, LLC
|
N/A
|
N/A
|
|
USM (Delaware) Inc.
|
USM, Inc.
|
No. 1
|
1,176 shares
|
USM Services Holdings, Inc.
|
USM (Delaware) Inc.
|
No. 2
|
1,000 shares
|
RepconStrickland Inc.
|
Repcon, Inc.
|
No. 9
|
1,450 shares
|
Repcon, Inc.
|
Repcon International, Inc.
|
No. 1
|
1,000 shares
|
AltairStrickland Holdings LLC
|
AltairStrickland Holdings California, Inc.
|
No. 1
|
1,000 shares
|
RepconStrickland Inc.
|
AltairStrickland Holdings LLC
|
N/A
|
N/A
|
AltairStrickland Holdings LLC
|
ASG Diamond, LLC
|
N/A
|
N/A
|
ASG Diamond, LLC
|
ASI Industrial Services, LLC
|
N/A
|
N/A
|
ASI Industrial Services, LLC
|
Diamond Refractory Services, LLC
|
N/A
|
N/A
|
Mercury Industrial Materials, LLC
|
N/A
|
N/A
|
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
|
AltairStrickland Holdings LLC
|
Turnaround Welding Services, LLC
|
N/A
|
N/A
|
AltairStrickland, LLC
|
N/A
|
N/A
|
|
AltairStrickland, LLC
|
Tiger Tower Services, LLC
|
N/A
|
N/A
|
AltairStrickland International LLC
|
N/A
|
N/A
|
|
AltairStrickland Holdings California, Inc.
|
Diamond Refractory Services California, L.P.
|
N/A
|
N/A
|
Turnaround Welding Services California, L.P.
|
N/A
|
N/A
|
|
AltairStrickland California, L.P.
|
N/A
|
N/A
|
|
Tiger Tower Services California, L.P.
|
N/A
|
N/A
|
|
Shambaugh & Son, L.P.
|
Dalmatian Fire, Inc.
|
No. 6
|
10,000 shares
|
Such Securities represent all of the issued and outstanding capital stock of each series and class of each issuer hereof and other equity interests of each issuer hereof except that EMCOR-CSI Holding Co. owns only 90% of the outstanding stock of F & G Mechanical Corporation.
|
By:
|
___________________________________
|
By:
|
___________________________________
|
PLEDGOR
|
PLEDGED SECURITIES
|
CERTIF. NO./NO. OF SHARES
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
CSUSA Holdings L.L.C., its General Partner
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
Ardent Companies, Inc., Its sole member
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
Ohmstede Partners LLC, its General Partner
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By:
|
___________________________________
|
By
|
___________________________________
|
By
|
___________________________________
|
By
|
___________________________________
|
1.
|
I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 30, 2020
|
/s/ ANTHONY J. GUZZI
|
|
Anthony J. Guzzi
Chairman, President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 30, 2020
|
/s/ MARK A. POMPA
|
|
Mark A. Pompa
Executive Vice President, Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 30, 2020
|
/s/ ANTHONY J. GUZZI
|
|
Anthony J. Guzzi
Chairman, President and
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 30, 2020
|
/s/ MARK A. POMPA
|
|
Mark A. Pompa
Executive Vice President,
Chief Financial Officer and Treasurer
|