Legal Proceedings
Legal Proceedings
Item 1. Business of our Form 10-K for the year ended December 31, 2025.OverviewThe following table presents selected financial data for the quarters ended March 31, 2026 and 2025 (in thousands, except for percentages and per share data): For the three months endedMarch 31, 20262025Revenues$4,628,233 $3,867,372 Revenues increase from prior year19.7 %12.7 %Gross profit$863,950 $722,718 Gross profit as a percentage of revenues18.7 %18.7 %Operating income$403,845 $318,756 Operating income as a percentage of revenues8.7 %8.2 %Net income$305,484 $240,677 Diluted earnings per common share$6.84 $5.26 Revenues of $4.63 billion for the quarter ended March 31, 2026 set a quarterly record for the Company and represent an increase of 19.7% from revenues of $3.87 billion for the quarter ended March 31, 2025. Demand for our services continues to be broad-based with strength across most of the market sectors we serve. As described in further detail below, we experienced revenue growth within all of our reportable segments. Revenues for the first quarter of 2026 included incremental acquisition contribution of $234.1 million.For the quarter ended March 31, 2026, operating income was $403.8 million, or 8.7% of revenues, establishing new records for the Company with respect to a first quarter. This compares to operating income of $318.8 million, or 8.2% of revenues, for the quarter ended March 31, 2025. As described in further detail below, the increases in both operating income and operating margin were due to the revenue growth we experienced in the quarter, which led to greater gross profit and a reduction in the ratio of selling, general and administrative expenses to revenues. Operating income for the quarter ended March 31, 2026 included incremental acquisition contribution of $20.6 million, net of amortization expense attributable to identifiable intangible assets of $8.8 million.Net income of $305.5 million, or $6.84 per diluted share, for the quarter ended March 31, 2026 compares favorably to net income of $240.7 million, or $5.26 per diluted share, for the quarter ended March 31, 2025. While the majority of the increase in our net income and diluted earnings per share was a result of the increased operating income referenced above, diluted earnings per share for the quarter ended March 31, 2026 additionally benefited from a reduced weighted average share count given the impact of common stock repurchases made by us throughout 2025 and the first quarter of 2026.25Table 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. These amounts 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. During the first quarter of 2026, we acquired a company for an immaterial amount.On February 3, 2025, we completed the acquisition of Miller Electric Company ("Miller Electric"), a leading electrical contractor, for total cash consideration of $876.8 million. In addition to Miller Electric, during calendar year 2025, we acquired nine companies for upfront consideration of $182.1 million.For further discussion regarding our acquisitions, refer to Note 4 - Acquisitions and Dispositions of Businesses of the notes to consolidated financial statements.Results of OperationsRevenuesThe following table presents our operating segment revenues from unrelated entities and their respective percentages of total revenues (in thousands, except for percentages): For the three months ended March 31, 2026% ofTotal2025% ofTotalRevenues:United States electrical construction and facilities services$1,447,414 31 %$1,087,844 28 %United States mechanical construction and facilities services2,026,341 44 %1,572,602 41 %United States building services772,649 17 %742,623 19 %United States industrial services381,829 8 %359,002 9 %Total United States operations4,628,233 100 %3,762,071 97 %United Kingdom building services- - %105,301 3 %Consolidated revenues$4,628,233 100 %$3,867,372 100 %As described in more detail below, as a result of strong demand for our services across most of the market sectors we serve, consolidated revenues for the first quarter of 2026 increased to $4.63 billion compared to consolidated revenues of $3.87 billion for the first quarter of 2025. Revenues for the first quarter of 2026 included incremental acquisition contribution of $234.1 million.Revenues of our United States electrical construction and facilities services segment were $1.45 billion for the three months ended March 31, 2026, a $359.6 million increase compared to revenues of $1.09 billion for the three months ended March 31, 2025. This segment's results included $110.4 million of incremental acquisition revenues. Such increased revenues were generated from the majority of the market sectors we serve. While the largest increase was seen within the network and communications market sector, predominantly driven by greater demand for data center construction projects, this segment also experienced notable revenue growth within: (a) the hospitality and entertainment market sector, due to select project opportunities, and (b) the institutional market sector, primarily as a result of an increase in revenues from public sector projects. Revenues of this segment for the three months ended March 31, 2026 additionally benefited from greater levels of short-duration projects and service work.Our United States mechanical construction and facilities services segment's revenues for the three months ended March 31, 2026 were $2.03 billion, a $453.7 million increase compared to revenues of $1.57 billion for the three months ended March 31, 2025. This segment's results included $123.7 million of incremental acquisition revenues. Similar to our United States electrical construction and facilities services segment, this segment experienced increased revenues within the majority of the market sectors in which we operate, with the most significant increase coming from the network and communications market sector due to greater demand for data center construction projects. Notable growth was additionally generated from: (a) the institutional market sector, including increased education and public sector projects, partially as a result of the incremental acquisition contribution, (b) the manufacturing and industrial market sector, primarily driven by certain food processing projects, (c) the commercial market sector, given an increase in warehousing and distribution project revenues, and (d) the water and wastewater market sector due to greater opportunities in the Southeast region of the United States. Further contributing to the revenue increase within this segment were greater levels of service work, including fire life safety inspection and maintenance. These increases were partially offset by revenue declines from the high-tech manufacturing market sector, largely as we completed certain semiconductor manufacturing construction projects in the prior year.26Table of ContentsRevenues of our United States building services segment were $772.6 million for the three months ended March 31, 2026 compared to revenues of $742.6 million for the three months ended March 31, 2025. Growth in this segment was generated by its mechanical services division, which experienced: (a) greater service repair and maintenance volumes, given growth in our service contract base, and (b) an increase in building automation and controls projects, as we continue to expand our service offerings in this area. Revenues of our United States industrial services segment for the three months ended March 31, 2026 were $381.8 million compared to revenues of $359.0 million for the three months ended March 31, 2025. The increase in this segment's revenues was driven by its field services division as a result of progress made on a large solar project during the first quarter of 2026. Partially offsetting this growth was a decrease in revenues of this segment's shop services division due to lower heat exchanger sales and related services.For the three months ended March 31, 2025, our United Kingdom building services segment generated revenues of $105.3 million.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 endedMarch 31, 20262025Cost of sales$3,764,283 $3,144,654 Gross profit$863,950 $722,718 Gross profit margin18.7 %18.7 %Consolidated gross profit for the three months ended March 31, 2026 was $864.0 million, or 18.7% of revenues, compared to consolidated gross profit of $722.7 million, or 18.7% of revenues, for the three months ended March 31, 2025. Gross profit for the three months ended March 31, 2026 included incremental acquisition contribution of $48.3 million, net of amortization expense attributable to identifiable intangible assets of $4.9 million. Excluding the impact of acquisitions, the year-over-year increase in gross profit was driven by the revenue growth generated by each of our reportable segments.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 endedMarch 31, 20262025Selling, general and administrative expenses$460,105 $403,962 SG&A margin9.9 %10.4 %Our selling, general and administrative expenses for the three months ended March 31, 2026 were $460.1 million, or 9.9% of revenues, compared to selling, general and administrative expenses of $404.0 million, or 10.4% of revenues, for the three months ended March 31, 2025. Selling, general and administrative expenses for the three months ended March 31, 2026 included $27.7 million of incremental expenses directly related to companies acquired, including amortization expense attributable to identifiable intangible assets of $3.9 million. Excluding incremental expenses resulting from acquisitions, the increase in our selling, general and administrative expenses was primarily as a result of greater: (a) incentive compensation expense, predominantly within our United States construction segments and our United States building services segment, given higher projected annual operating results, (b) salaries and related employment expenses, due to additional headcount to support our organic revenue growth as well as annual cost of living adjustments, and (c) rent and other occupancy costs, partially as a result of the continued build-out or expansion of our fabrication facilities.Partially offsetting these increases were reductions in: (a) professional fees, as the results for the prior year included $9.4 million of transaction related costs incurred in connection with the acquisition of Miller Electric, and (b) the provision for credit losses, given a reserve taken within our United States industrial services segment in the prior year. Selling, general and administrative expenses additionally decreased by $7.2 million as a result of the sale of EMCOR UK.The 50 basis point decrease in our SG&A margin year-over-year was primarily due to an increase in revenues without a commensurate increase in certain costs as we successfully leveraged our overhead structure during this period of growth.27Table of ContentsOperating income (loss)The following table presents our operating income (loss) and operating income (loss) as a percentage of segment revenues ("operating margin") (in thousands, except for percentages): For the three months ended March 31,2026% ofSegmentRevenues2025% ofSegmentRevenuesOperating income (loss):United States electrical construction and facilities services$174,481 12.1 %$136,057 12.5 %United States mechanical construction and facilities services221,643 10.9 %186,747 11.9 %United States building services40,449 5.2 %36,423 4.9 %United States industrial services12,780 3.3 %6,760 1.9 %Total United States operations449,353 9.7 %365,987 9.7 %United Kingdom building services- - 4,987 4.7 %Corporate administration(45,508)- (52,218)- Consolidated operating income403,845 8.7 %318,756 8.2 %Other items:Net periodic pension income- 54 Interest income, net6,227 5,387 Income before income taxes$410,072 $324,197 Operating income for the three months ended March 31, 2026 was $403.8 million, an increase of $85.1 million compared to operating income of $318.8 million for the three months ended March 31, 2025. Operating margin for the three months ended March 31, 2026 was 8.7% compared to an operating margin of 8.2% for the three months ended March 31, 2025. Operating income for the three months ended March 31, 2026 included incremental acquisition contribution of $20.6 million, net of amortization expense attributable to identifiable intangible assets of $8.8 million. Excluding the impact of acquisitions, and as described in more detail below, the year-over-year increase in profitability was predominantly a result of the revenue growth we experienced in the quarter, which led to greater gross profit and a reduction in the ratio of selling, general and administrative expenses to revenues. Operating income of our United States electrical construction and facilities services segment was $174.5 million for the three months ended March 31, 2026, an increase of $38.4 million compared to operating income of $136.1 million for the three months ended March 31, 2025. This segment's operating income for the first quarter of 2026 included incremental acquisition contribution of $8.5 million, net of amortization expense attributable to identifiable intangible assets of $3.7 million. Excluding incremental acquisition contribution, the increase in operating income of this segment resulted from greater gross profit given the growth in its revenues. Although the most significant increase in gross profit was experienced within the network and communications market sector, increased gross profit was generated within nearly all of the other market sectors in which we operate, in line with the revenue trends described above. Operating margin of our United States electrical construction and facilities services segment was 12.1% for the three months ended March 31, 2026, compared to an operating margin of 12.5% for the three months ended March 31, 2025. The 40 basis point decrease in this segment's operating margin was primarily a result of the incremental intangible asset amortization expense referenced above. Evidenced by consistent gross profit margins year-over-year, this segment continues to execute well across its portfolio of projects.Our United States mechanical construction and facilities services segment's operating income for the three months ended March 31, 2026 was $221.6 million, an increase of $34.9 million compared to operating income of $186.7 million for the three months ended March 31, 2025. This segment's operating income for the first quarter of 2026 included incremental acquisition contribution of $12.3 million, net of amortization expense attributable to identifiable intangible assets of $4.9 million. Excluding incremental acquisition contribution, the increase in operating income of this segment resulted from greater gross profit given the growth in its revenues. Greater profitability was experienced across the majority of the market sectors in which we operate, in line with the fluctuations in revenue described above and with the most significant increase in gross profit coming from network and communications. Operating margin of our United States mechanical construction and facilities services segment was 10.9% for the three months ended March 31, 2026, compared to an operating margin of 11.9% for the three months ended March 31, 2025. The 100 basis point decrease in this segment's operating margin was primarily a result of a change in project mix, which included: (a) a greater percentage of revenues generated from projects for which we are acting as either the construction manager or prime contractor and that carry lower than average gross profit margins, and (b) an increase in the number of guaranteed maximum price and cost plus contracts, particularly in newer geographies or on projects where design or scope is still evolving.28Table of ContentsOperating income of our United States building services segment was $40.4 million, or 5.2% of revenues, for the three months ended March 31, 2026 compared to $36.4 million, or 4.9% of revenues, for the three months ended March 31, 2025. This segment experienced an increase in gross profit and gross profit margin, led by its mechanical services division, which generated margin expansion across its service repair and maintenance contracts and building automation and controls projects. Our United States industrial services segment reported operating income of $12.8 million, or 3.3% of revenues, for the three months ended March 31, 2026, compared to operating income of $6.8 million, or 1.9% of revenues, for the three months ended March 31, 2025. Contributing to the favorable year-over-year comparison was the impact of a $4.0 million increase in the allowance for credit losses in the prior year period, which negatively impacted this segment's operating margin by 110 basis points for the three months ended March 31, 2025. Excluding this impact, the increase in operating income and operating margin of this segment was primarily a result of an increase in gross profit and gross profit margin within its field services division due to the revenue growth referenced above, coupled with a more favorable mix of work.For the three months ended March 31, 2025, operating income of our United Kingdom building services segment was $5.0 million, or 4.7% of revenues.Our corporate administration expenses for the three months ended March 31, 2026 were $45.5 million, compared to $52.2 million for the three months ended March 31, 2025. The reduction in corporate expenses was primarily due to a decrease in professional fees, as the prior year period included $9.4 million of transaction related costs incurred in connection with the acquisition of Miller Electric. This decrease was partially offset by an increase in certain employment expenses. Other itemsFor the three months ended March 31, 2026, net interest income was $6.2 million, compared to net interest income of $5.4 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, our income tax provision was $104.6 million compared to an income tax provision of $83.5 million for the three months ended March 31, 2025. Our effective income tax rate for the three months ended March 31, 2026 was 25.5% compared to an effective income tax rate for the three months ended March 31, 2025 of 25.8%. Refer to Note 9 - Income Taxes of the notes to consolidated financial statements for further discussion regarding our income tax provision and effective income tax rate.Remaining Unsatisfied Performance Obligations The following table presents the transaction price allocated to remaining unsatisfied performance obligations ("remaining performance obligations") for each of our reportable segments and their respective percentage of total remaining performance obligations (in thousands, except for percentages):March 31,2026% of TotalDecember 31, 2025% of TotalMarch 31,2025% of TotalRemaining performance obligations:United States electrical construction and facilities services$5,613,652 36 %$4,963,855 38 %$4,284,106 36 %United States mechanical construction and facilities services8,563,253 55 %6,929,300 52 %5,751,004 49 %United States building services1,307,689 8 %1,188,537 9 %1,289,585 11 %United States industrial services136,076 1 %171,972 1 %224,832 2 %Total United States operations15,620,670 100 %13,253,664 100 %11,549,527 98 %United Kingdom building services- - %- - %200,526 2 %Total operations$15,620,670 100 %$13,253,664 100 %$11,750,053 100 %Our remaining performance obligations at March 31, 2026 were a record $15.62 billion compared to $13.25 billion at December 31, 2025 and $11.75 billion at March 31, 2025. When compared to December 31, 2025, remaining performance obligations increased by $2.37 billion due to new contract awards within our United States construction segments and our United States building services segment. We experienced growth in remaining performance obligations from the majority of the market sectors we serve, with the most significant increases within: (a) network and communications, predominantly as a result of several data center construction contracts, (b) water and wastewater, given recent project awards in the Southeast region of the United States, (c) institutional, largely as we continue to see demand for our services from education customers, including a number of colleges and universities, and (d) healthcare, resulting from certain contract awards in the Northeast region of the United States. Partially offsetting these increases were reductions from the manufacturing and industrial and hospitality and entertainment market sectors, due to progress made on certain projects during the first quarter of 2026. See Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for further disclosure regarding our remaining performance obligations.29Table 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 share repurchases and dividend payments. We strive to maintain a balanced approach to capital allocation in order to achieve growth, deliver value, and minimize risk. Management monitors financial markets and overall economic conditions for factors that may affect our liquidity and capital resources and adjusts our capital allocation strategy as necessary. Negative macroeconomic trends could have an adverse effect on future liquidity if we experience delays in the payment of outstanding receivables beyond normal payment terms, an increase in credit losses, or significant increases in the price of commodities or the materials and equipment utilized for our project and service work, beyond those experienced in recent years. 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 building services segment. 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 March 31, 2026, we had cash and cash equivalents of $916.4 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 March 31, 2026. 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 three months endedMarch 31, 20262025Net cash provided by operating activities$558 $108,471 Net cash used in investing activities$(71,750)$(875,441)Net cash used in financing activities$(124,356)$(829)Effect of exchange rate changes on cash, cash equivalents, and restricted cash$- $4,869 Decrease in cash, cash equivalents, and restricted cash$(195,548)$(762,930)During the three months ended March 31, 2026, our cash balance decreased by $195.5 million from $1.11 billion at December 31, 2025 to $916.4 million at March 31, 2026. Changes in our cash position from December 31, 2025 to March 31, 2026 are described in further detail below. Operating Activities - Operating cash flows generally represent our net income as adjusted for certain non-cash items and changes in assets and liabilities. Net cash provided by operating activities for the three months ended March 31, 2026 was $0.6 million compared to $108.5 million for the three months ended March 31, 2025. The decrease in our operating cash flow was primarily a result of an increase in accounts receivable given our strong organic revenue growth during the first quarter of 2026. These amounts will be converted to cash as the year progresses and payments are received by our customers in the ordinary course of business.30Table 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 or other long-term assets. Net cash used in investing activities for the three months ended March 31, 2026 decreased by $803.7 million compared to the three months ended March 31, 2025, primarily due to a decrease in payments for acquisitions given the acquisition of Miller Electric in the prior year period.Financing Activities - Financing cash flows consist primarily of the issuance and repayment of short-term and long-term debt, repurchases of common stock, payments of dividends to stockholders, and the issuance of common stock through certain equity plans. Net cash used in financing activities was $124.4 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025. The $123.5 million increase in cash used in financing activities was primarily due to the impact in the first quarter of 2025 of $250.0 million of proceeds from our revolving credit facility, partially offset by a $137.7 million decrease in common stock repurchases made by us year-over-year. 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 $0.40 per share. For the three months ended March 31, 2026 and 2025, cash payments related to dividends were $17.8 million and $11.5 million, respectively. Our credit agreement places limitations on the payment of dividends on our common stock. However, we do not believe that the terms of such agreement currently materially limit our ability to pay such quarterly dividends for the foreseeable future.Material Cash Requirements from Contractual and Other ObligationsAs of March 31, 2026, our short-term and long-term material cash requirements for known contractual and other obligations were as follows: Outstanding Debt and Interest Payments - As of March 31, 2026, 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 $622.4 million at March 31, 2026, with $127.5 million payable within the next 12 months.Open Purchase Obligations - As of March 31, 2026, we had $3.41 billion of open purchase obligations, of which payments totaling $2.82 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 11 - Commitments and Contingencies of the notes to consolidated financial statements, we have loss payment deductibles and/or self-insured retentions for certain insurance matters. As of March 31, 2026, our insurance liabilities, net of estimated recoveries, were $315.8 million. Of this net amount, $73.5 million is estimated to be payable within the next 12 months. Due to many uncertainties inherent in resolving these matters, it is not practical to estimate these payments beyond such period. To the extent that the amount required to settle claims covered by insurance continues to increase, the cost of our insurance coverage, including premiums and deductibles, is likely to increase.Contingent Consideration Liabilities - We have incurred liabilities related to contingent consideration arrangements associated with certain acquisitions, payable in the event discrete performance objectives are achieved by the acquired businesses during designated post-acquisition periods. The aggregate amount of these liabilities can change due to additional business acquisitions, settlement of outstanding liabilities, changes in the fair value of amounts owed based on performance during such post-acquisition periods, and accretion in present value. As of March 31, 2026, the present value of expected future payments relating to these contingent consideration arrangements was $2.5 million. Of this amount, $2.3 million is estimated as being payable within the next 12 months.31Table 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 11 - 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