EMCOR Group, Inc. · FY 2024 Q3 

Legal Proceedings

EME
  EMCOR Group, Inc. · FY 2024 Q3 

Legal Proceedings

Item 1. Business of our Form 10-K for the year ended December 31, 2023.OverviewThe following table presents selected financial data for the three months ended September 30, 2024 and 2023 (in thousands, except percentages and per share data): For the three months endedSeptember 30, 20242023Revenues$3,696,924 $3,207,598 Revenues increase from prior year15.3 %13.5 %Gross profit$734,726 $545,472 Gross profit as a percentage of revenues19.9 %17.0 %Operating income$363,538 $234,983 Operating income as a percentage of revenues9.8 %7.3 %Net income attributable to EMCOR Group, Inc.$270,263 $169,409 Diluted earnings per common share$5.80 $3.57 Revenues of $3.70 billion for the quarter ended September 30, 2024 set a new quarterly record for the Company and represent an increase of 15.3% from revenues of $3.21 billion for the quarter ended September 30, 2023. 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 the majority of our reportable segments. Revenues for the third quarter of 2024 included incremental acquisition contribution of approximately $84.9 million.Operating income for the quarter ended September 30, 2024 was $363.5 million, or 9.8% of revenues, establishing new quarterly records for the Company with respect to both operating income and operating margin. This compares to operating income of $235.0 million, or 7.3% of revenues, for the quarter ended September 30, 2023. The $128.6 million increase in operating income, and corresponding 250 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 September 30, 2024 included incremental acquisition contribution of $5.5 million, net of amortization expense attributable to identifiable intangible assets of $4.6 million.Net income of $270.3 million, or $5.80 per diluted share, for the quarter ended September 30, 2024 compares favorably to net income of $169.4 million, or $3.57 per diluted share, for the quarter ended September 30, 2023. While the majority of the increase in our diluted earnings per share was a result of the increased operating income referenced above, diluted earnings per share for the quarter ended September 30, 2024 additionally benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout 2023 and the first nine months of 2024.27Table of ContentsImpact of AcquisitionsIn 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.We acquired five companies during the first nine months of 2024 for upfront consideration of $192.3 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) 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, (b) two 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 and (ii) a mechanical services contractor in the Western region of the United States, and (c) 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. We acquired eight companies during calendar year 2023 for total consideration of $99.6 million. Such acquisitions include: (a) a national energy efficiency specialty services firm, the results of operations of which have been included in our United States building services segment, and (b) seven companies, the results of operations of which were de minimis, consisting of: (i) three companies that have been included within our United States mechanical construction and facilities services segment, one of which provides mechanical and pipe fabrication services in the Midwestern region of the United States, and two of which add capabilities to our national fire protection services, and (ii) four mechanical services companies in the Western and Midwestern regions of the United States that have been included within our United States building services segment and enhance our presence in geographies where we have existing operations.Results of OperationsRevenuesThe following tables present our operating segment revenues from unrelated entities and their respective percentages of total revenues (in thousands, except for percentages): For the three months ended September 30, 2024% ofTotal2023% ofTotalRevenues:United States electrical construction and facilities services$845,030 23 %$697,406 22 %United States mechanical construction and facilities services1,662,211 45 %1,329,600 41 %United States building services796,923 21 %817,718 26 %United States industrial services286,410 8 %252,148 8 %Total United States operations3,590,574 97 %3,096,872 97 %United Kingdom building services106,350 3 %110,726 3 %Total operations$3,696,924 100 %$3,207,598 100 % For the nine months ended September 30, 2024% ofTotal2023% ofTotalRevenues:United States electrical construction and facilities services$2,409,735 22 %$2,020,319 22 %United States mechanical construction and facilities services4,745,057 44 %3,602,271 39 %United States building services2,359,191 22 %2,318,105 25 %United States industrial services964,510 9 %875,314 10 %Total United States operations10,478,493 97 %8,816,009 96 %United Kingdom building services317,604 3 %327,643 4 %Total operations$10,796,097 100 %$9,143,652 100 %28Table of ContentsAs described below in more detail, our consolidated revenues for the three months ended September 30, 2024 increased to $3.70 billion compared to $3.21 billion for the three months ended September 30, 2023, and our consolidated revenues for the nine months ended September 30, 2024 increased to $10.80 billion compared to $9.14 billion for the nine months ended September 30, 2023.Revenues of our United States electrical construction and facilities services segment were $845.0 million and $2,409.7 million for the three and nine months ended September 30, 2024, respectively, compared to revenues of $697.4 million and $2,020.3 million for the three and nine months ended September 30, 2023, respectively. The increase in this segment's revenues for both 2024 periods was primarily a result of growth within the network and communications market sector, predominantly due to our data center projects. Increased demand for cloud computing and data storage, driven in part by the emergence of artificial intelligence, has resulted in a greater number of construction project opportunities for us in several of the geographies in which we operate. In addition, this segment benefited from revenue growth within a number of the other market sectors in which we operate, such as: (a) the high-tech manufacturing market sector, inclusive of construction projects for customers engaged in the design and manufacturing of semiconductors, (b) the institutional market sector, given increased project revenues from certain schools and universities, (c) the manufacturing and industrial market sector, driven by increased activity with various energy sector customers, and (d) the transportation market sector, due to certain infrastructure projects currently underway. These increases were partially offset by a reduction in revenues within the commercial market sector due in part to reduced demand across the commercial real estate industry.Our United States mechanical construction and facilities services segment revenues for the three months ended September 30, 2024 were $1,662.2 million, a $332.6 million increase compared to revenues of $1,329.6 million for the three months ended September 30, 2023. Revenues of this segment for the nine months ended September 30, 2024 were $4,745.1 million, a $1,142.8 million increase compared to revenues of $3,602.3 million for the nine months ended September 30, 2023. This segment's results included $59.9 million and $116.0 million of incremental acquisition revenues for the three and nine months ended September 30, 2024, respectively. Excluding the impact of acquisitions, the increases in this segment's revenues were attributable to revenue growth within the majority of the market sectors in which we operate, as well as greater levels of service work. For both the three and nine months ended September 30, 2024, this segment experienced notable increases in revenues within: (a) the high-tech manufacturing market sector, as a result of stronger demand for our mechanical construction and/or fire protection services by certain customers: (i) engaged in either the design and manufacturing of semiconductors or the production and development of electric vehicles and/or lithium batteries and (ii) within the biotech, life-sciences, and pharmaceutical industries, (b) the network and communications market sector, due to increased data center project activity as this segment benefited from the same market demand described above within our United States electrical construction and facilities services segment, (c) the institutional market sector, given several public sector projects which were active during the first nine months of 2024, (d) the healthcare market sector, due to an increase in projects throughout several of the regions in which we operate, and (e) the water and wastewater market sector, driven by construction activity on several projects within the Southeast region of the United States. Revenues of this segment for the nine months ended September 30, 2024 additionally benefited from increased activity within the manufacturing and industrial market sector, as a result of the re-shoring of critical supply chain by certain of our customers as well as an increase in food processing construction projects. Partially offsetting these increases was a reduction in revenues within the commercial market sector, largely as a result of the completion of various warehouse and distribution projects, which were active in 2023.Revenues of our United States building services segment for the three months ended September 30, 2024 were $796.9 million compared to revenues of $817.7 million for the three months ended September 30, 2023. Excluding incremental revenues from acquired companies of $7.7 million, this segment's revenues for the three months ended September 30, 2024 decreased by $28.5 million. Revenues of this segment for the nine months ended September 30, 2024 were $2,359.2 million compared to revenues of $2,318.1 million for the nine months ended September 30, 2023. Excluding incremental revenues from acquired companies of $28.6 million, this segment's revenues for the nine months ended September 30, 2024 increased by $12.5 million. Within both 2024 periods, this segment's mechanical services division experienced increased revenues from: (a) HVAC project and retrofit work, as a result of greater: (i) project execution stemming from the increased availability of materials and equipment when compared to the prior year period, which experienced greater supply chain disruptions and delays, and (ii) demand for system upgrades and replacements, partially as our customers continue to seek ways to improve the energy efficiency or indoor air quality 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. Offsetting this revenue growth in both 2024 periods were declines in revenues within this segment's commercial site-based services and government site-based services divisions due to the loss of certain facilities maintenance contracts not renewed pursuant to rebid.29Table of ContentsRevenues of our United States industrial services segment for the three months ended September 30, 2024 were $286.4 million, compared to revenues of $252.1 million for the three months ended September 30, 2023. Revenues of this segment for the nine months ended September 30, 2024 were $964.5 million, compared to revenues of $875.3 million for the nine months ended September 30, 2023. This segment's results for the three and nine months ended September 30, 2024 included $17.4 million and $29.1 million, respectively, of incremental revenues from an acquired company. Excluding such acquisition contribution, the increase in this segment's revenues for both 2024 periods resulted from its field services division due to greater demand, including turnarounds of a larger size and scope growth on certain projects.Our United Kingdom building services segment revenues were $106.4 million and $317.6 million for the three and nine months ended September 30, 2024, respectively, compared to revenues of $110.7 million and $327.6 million for the three and nine months ended September 30, 2023, respectively. The decrease in this segment's revenues for both 2024 periods was primarily a result of the loss of certain facilities maintenance contracts not renewed pursuant to rebid. Revenues of this segment for the three and nine months ended September 30, 2024 were positively impacted by $2.8 million and $8.0 million, respectively, as a result of favorable exchange rate movements for the British pound versus the United States dollar.Cost of sales and gross profitThe 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 endedSeptember 30,For the nine months endedSeptember 30, 2024202320242023Cost of sales$2,962,198 $2,662,126 $8,788,061 $7,672,058 Gross profit$734,726 $545,472 $2,008,036 $1,471,594 Gross profit margin19.9 %17.0 %18.6 %16.1 %Our gross profit for the three months ended September 30, 2024 was $734.7 million, or 19.9% of revenues, compared to gross profit of $545.5 million, or 17.0% of revenues, for the three months ended September 30, 2023. Gross profit for the nine months ended September 30, 2024 was $2,008.0 million, or 18.6% of revenues, compared to gross profit of $1,471.6 million, or 16.1% of revenues, for the nine months ended September 30, 2023. The increase in gross profit and the expansion in gross profit margin for both 2024 periods were driven by each of our domestic reportable segments due to an improved revenue mix, excellent project execution, and/or favorable pricing. Our gross profit for the three and nine months ended September 30, 2024 included incremental acquisition contribution of $15.6 million and $32.2 million, respectively, net of amortization expense attributable to identifiable intangible assets of $2.9 million and $5.9 million, respectively. Selling, general and administrative expensesThe 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 endedSeptember 30,For the nine months endedSeptember 30, 2024202320242023Selling, general and administrative expenses$371,188 $308,139 $1,051,737 $882,684 SG&A margin10.0 %9.6 %9.7 %9.7 %Our selling, general and administrative expenses for the three months ended September 30, 2024 were $371.2 million, or 10.0% of revenues, compared to selling, general and administrative expenses of $308.1 million, or 9.6% of revenues, for the three months ended September 30, 2023. Selling, general and administrative expenses for the nine months ended September 30, 2024 were $1,051.7 million, or 9.7% of revenues, compared to selling, general and administrative expenses of $882.7 million, or 9.7% of revenues, for the nine months ended September 30, 2023. Selling, general and administrative expenses for the three and nine months ended September 30, 2024 included $10.2 million and $23.3 million, respectively, of incremental expenses directly related to companies acquired in 2024 and 2023, including amortization expense attributable to identifiable intangible assets of $1.7 million and $4.8 million, respectively. Excluding incremental expenses from businesses acquired, the increase in selling, general and administrative expenses for both 2024 periods was predominantly attributable to greater: (a) salaries and related employment expenses, largely as a result of additional headcount to support our organic revenue growth as well as annual cost of living adjustments, and (b) incentive compensation expense across our reportable segments, due to higher projected annual operating results.30Table of ContentsWhile our SG&A margin for the nine months ended September 30, 2024 was consistent with that for the nine months ended September 30, 2023, our SG&A margin for the three months ended September 30, 2024 increased by 40 basis points when compared to that for the three months ended September 30, 2023. This increase in quarterly SG&A margin was primarily a result of the true-up of our operating company incentive compensation accruals given the strong performance during the quarter, as evidenced in part by the increase in gross profit margin referenced above.Operating income (loss)The following tables present 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 September 30,2024% ofSegmentRevenues2023% ofSegmentRevenuesOperating income (loss):United States electrical construction and facilities services$119,118 14.1 %$63,127 9.1 %United States mechanical construction and facilities services214,831 12.9 %138,476 10.4 %United States building services55,562 7.0 %57,156 7.0 %United States industrial services3,292 1.1 %(174)(0.1)%Total United States operations392,803 10.9 %258,585 8.3 %United Kingdom building services5,497 5.2 %8,869 8.0 %Corporate administration(34,762)- (30,121)- Impairment loss on long-lived assets- - (2,350)- Total operations363,538 9.8 %234,983 7.3 %Other items:Net periodic pension income (cost)227 (284)Interest income (expense), net8,312 (90)Income before income taxes$372,077 $234,609 For the nine months ended September 30,2024% ofSegmentRevenues2023% ofSegmentRevenuesOperating income (loss):United States electrical construction and facilities services$299,284 12.4 %$154,365 7.6 %United States mechanical construction and facilities services578,991 12.2 %344,550 9.6 %United States building services135,860 5.8 %140,943 6.1 %United States industrial services34,004 3.5 %22,733 2.6 %Total United States operations1,048,139 10.0 %662,591 7.5 %United Kingdom building services16,651 5.2 %20,220 6.2 %Corporate administration(108,491)- (93,901)- Impairment loss on long-lived assets- - (2,350)- Total operations956,299 8.9 %586,560 6.4 %Other items:Net periodic pension income (cost)670 (840)Interest income (expense), net21,959 (4,614)Income before income taxes$978,928 $581,106 Operating income for the three months ended September 30, 2024 was $363.5 million, an increase of $128.6 million compared to operating income of $235.0 million for the three months ended September 30, 2023. Operating margin for the three months ended September 30, 2024 was 9.8% compared to an operating margin of 7.3% for the three months ended September 30, 2023. For the nine months ended September 30, 2024, operating income was $956.3 million, an increase of $369.7 million compared to operating income of $586.6 million for the nine months ended September 30, 2023. Operating margin for the nine months ended September 30, 2024 was 8.9% compared to an operating margin of 6.4% for the nine months ended September 30, 2023. 31Table of ContentsAs 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 and nine months ended September 30, 2024 included incremental acquisition contribution of $5.5 million and $8.9 million, respectively, net of amortization expense attributable to identifiable intangible assets of $4.6 million and $10.7 million, respectively.Operating income of our United States electrical construction and facilities services segment was $119.1 million, or 14.1% of revenues, for the three months ended September 30, 2024, compared to $63.1 million, or 9.1% of revenues, for the three months ended September 30, 2023. Operating income of this segment for the nine months ended September 30, 2024 was $299.3 million, or 12.4% of revenues, compared to $154.4 million, or 7.6% of revenues, for the nine months ended September 30, 2023. The increases in operating income and operating margin of this segment for both 2024 periods were a result of greater gross profit and gross profit margin from projects within the majority of the market sectors in which we operate, due to both an increase in revenues as well as a more favorable mix of work. While the most significant increase in gross profit was experienced within the network and communications market sector, this segment additionally benefited from greater gross profit recognized on projects within the institutional, manufacturing and industrial, and high-tech manufacturing market sectors.Our United States mechanical construction and facilities services segment's operating income for the three months ended September 30, 2024 was $214.8 million, or 12.9% of revenues, compared to operating income of $138.5 million, or 10.4% of revenues, for the three months ended September 30, 2023. Operating income of this segment for the nine months ended September 30, 2024 was $579.0 million, or 12.2% of revenues, compared to $344.6 million, or 9.6% of revenues, for the nine months ended September 30, 2023. This segment's operating income for the three and nine months ended September 30, 2024 included incremental acquisition contribution of $4.9 million and $9.6 million, respectively, net of amortization expense attributable to identifiable intangible assets of $3.4 million and $6.9 million, respectively. Excluding the impact of acquisitions, the increases in operating income and operating margin of this segment for both 2024 periods were primarily a result of contribution from projects within: (a) the high-tech manufacturing market sector, including certain mechanical construction or fire protection projects for customers engaged in either the design or manufacturing of semiconductors or the production and development of electric vehicles and/or lithium batteries, and (b) the network and communications market sector. While the most significant increases in gross profit were seen within the above referenced market sectors, this segment also experienced increases in gross profit within the majority of the other market sectors in which we operate, including commercial, institutional, manufacturing and industrial, and healthcare.Operating income of our United States building services segment was $55.6 million, or 7.0% of revenues, for the three months ended September 30, 2024 compared to $57.2 million, or 7.0% of revenues, for the three months ended September 30, 2023. Operating income of this segment for the nine months ended September 30, 2024 was $135.9 million, or 5.8% of revenues, compared to $140.9 million, or 6.1% of revenues, for the nine months ended September 30, 2023. For both 2024 periods, increased gross profit from this segment's mechanical services division, due primarily to greater profitability across its portfolio of HVAC and building automation and controls projects and retrofits, was partially offset by reductions in gross profit from its commercial site-based services and government site-based services divisions, given the loss of certain facilities maintenance contracts not renewed pursuant to rebid. Operating income and operating margin for the nine months ended September 30, 2024 were negatively impacted by an $11.0 million reserve recorded during the first quarter of 2024 for a specific customer bankruptcy within this segment's commercial site-based services division. Such reserve negatively impacted the operating margin of this segment for the first nine months of 2024 by approximately 40 basis points.Our United States industrial services segment reported operating income of $3.3 million, or 1.1% of revenues, for the three months ended September 30, 2024, compared to an operating loss of $0.2 million, or (0.1)% of revenues, for the three months ended September 30, 2023. For the nine months ended September 30, 2024, this segment reported operating income of $34.0 million, or 3.5% of revenues, compared to operating income of $22.7 million, or 2.6% of revenues, for the nine months ended September 30, 2023. Operating income and operating margin of this segment for both 2024 periods benefited from an improvement in gross profit margin within each of its field services and shop services divisions, largely due to favorable pricing and greater indirect cost absorption.Operating income of our United Kingdom building services segment was $5.5 million, or 5.2% of revenues, for the three months ended September 30, 2024, compared to $8.9 million, or 8.0% of revenues, for the three months ended September 30, 2023. Operating income for the nine months ended September 30, 2024 was $16.7 million, or 5.2% of revenues, compared to $20.2 million, or 6.2% of revenues, for the nine months ended September 30, 2023. The decrease in operating income and operating margin for both 2024 periods was due to a decline in gross profit and gross profit margin. In addition to the impact of lower revenues, gross profit and gross profit margin were negatively affected by a less favorable mix of work when compared to the prior year periods, which included a greater number of higher margin projects.32Table of ContentsOur corporate administration expenses for the three months ended September 30, 2024 were $34.8 million, compared to $30.1 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, our corporate administration expenses were $108.5 million, compared to $93.9 million for the nine months ended September 30, 2023. The increase in corporate expenses for both 2024 periods was primarily due to greater: (a) employment compensation costs, including salaries, incentive compensation, and share-based compensation, and (b) computer hardware and software costs, due to various information technology and cybersecurity initiatives currently in process. Partially contributing to the increase in corporate expenses for the first nine months of 2024 were certain severance expenses which were recorded during the first quarter of the year.Other itemsAs a result of an increase in our average daily invested cash balance, coupled with the repayment, in December of 2023, of all previously outstanding borrowings under our credit facility, we generated net interest income for the three and nine months ended September 30, 2024 of $8.3 million and $22.0 million, respectively, compared to net interest expense of $0.1 million and $4.6 million for the three and nine months ended September 30, 2023, respectively.For the three and nine months ended September 30, 2024, our income tax provision was $101.8 million and $263.9 million, respectively, compared to an income tax provision of $64.9 million and $159.3 million for the three and nine months ended September 30, 2023, respectively. Our effective income tax rate for the three and nine months ended September 30, 2024 was 27.4% and 27.0%, respectively, compared to an effective income tax rate for the three and nine months ended September 30, 2023 of 27.7% and 27.4%, respectively. 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):September 30, 2024% of TotalDecember 31, 2023% of TotalSeptember 30,2023% of TotalRemaining performance obligations:United States electrical construction and facilities services$2,767,672 28 %$2,387,844 27 %$2,158,104 25 %United States mechanical construction and facilities services5,362,689 55 %4,940,519 56 %4,875,551 56 %United States building services1,334,163 14 %1,264,818 14 %1,313,779 15 %United States industrial services110,583 1 %113,291 1 %133,894 2 %Total United States operations9,575,107 98 %8,706,472 98 %8,481,328 98 %United Kingdom building services214,345 2 %140,949 2 %154,115 2 %Total operations$9,789,452 100 %$8,847,421 100 %$8,635,443 100 %Our remaining performance obligations at September 30, 2024 were approximately $9.79 billion compared to approximately $8.85 billion at December 31, 2023 and approximately $8.64 billion at September 30, 2023. When compared to December 31, 2023, remaining performance obligations at September 30, 2024 increased within all of our reportable segments, with the exception of our United States industrial services segment, which experienced a modest decline. Specifically, we saw increases within: (a) our United States electrical construction and facilities services segment, largely as a result of the award of several construction contracts within the network and communications, institutional, and healthcare market sectors, (b) our United States mechanical construction and facilities services segment, which experienced increases in remaining performance obligations across the majority of the market sectors in which we operate, with the most notable project awards in the network and communications, healthcare, hospitality and entertainment, water and wastewater, and manufacturing and industrial market sectors, (c) our United States building services segment, primarily due to increased project opportunities across its mechanical services division, and (d) our United Kingdom building services segment, given new facilities maintenance contracts and an increase in project awards. Remaining performance obligations at September 30, 2024 increased by $222.4 million as a result of acquisitions made by us during 2024. Partially offsetting these increases was a decrease in remaining performance obligations within the high-tech manufacturing market sector as a result of progress made on certain projects within our United States mechanical construction and facilities services segment.See Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for further disclosure regarding our remaining performance obligations.33Table of ContentsLiquidity 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 dividend payments and share repurchases. 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.As of September 30, 2024, we had cash and cash equivalents, excluding restricted cash, of $1,035.5 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 $1.23 billion of available capacity as of September 30, 2024. 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 FlowsThe following table presents a summary of our operating, investing, and financing cash flows (in thousands): For the nine months endedSeptember 30, 20242023Net cash provided by operating activities$938,402 $475,897 Net cash used in investing activities$(243,687)$(134,032)Net cash used in financing activities$(455,032)$(276,157)Effect of exchange rate changes on cash, cash equivalents, and restricted cash$7,377 $856 Increase in cash, cash equivalents, and restricted cash$247,060 $66,564 During the nine months ended September 30, 2024, our cash balance, including cash equivalents and restricted cash, increased by approximately $247.1 million from $789.8 million at December 31, 2023 to $1,036.8 million at September 30, 2024. Changes in our cash position from December 31, 2023 to September 30, 2024 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 nine months ended September 30, 2024 was approximately $938.4 million compared to approximately $475.9 million for the nine months ended September 30, 2023. The favorable operating cash flow performance period-over-period was primarily a result of: (a) our improved operating performance and the corresponding increase in our net income and (b) the timing of cash receipts from our customers.34Table of ContentsInvesting 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 nine months ended September 30, 2024 increased by approximately $109.7 million compared to the nine months ended September 30, 2023, primarily due to an increase in payments for acquisitions.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 for the nine months ended September 30, 2024 was $455.0 million compared to net cash used in financing activities for the nine months ended September 30, 2023 of $276.2 million. The $178.9 million variance was primarily due to an increase in common stock repurchases made by us during the first nine months of 2024, partially offset by the impact of repayments on our outstanding debt in the prior year period. 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 nine months ended September 30, 2024 and 2023, cash payments related to dividends were $31.9 million and $24.2 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 $6.5 million variance between the nine months ended September 30, 2024 and 2023 was a direct result of exchange rate movements for the British pound versus the United States dollar.Material Cash Requirements from Contractual and Other ObligationsAs of September 30, 2024, 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 September 30, 2024, there were no direct borrowings outstanding under our revolving credit facility. Interest payments on any future borrowings 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 $398.0 million at September 30, 2024, with $95.7 million payable within the next 12 months.Open Purchase Obligations - As of September 30, 2024, we had $2.33 billion of open purchase obligations, of which payments totaling approximately $1.92 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 September 30, 2024, our insurance liabilities, net of estimated recoveries, were $231.7 million. Of this net amount, approximately $41.3 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 September 30, 2024, the present value of expected future payments relating to these contingent consideration arrangements was $26.3 million. Of this amount, $18.3 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 2027.35Table of ContentsIn 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