|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Business Description
We are one of the largest specialty contractors in the United States and a leading provider of electrical and mechanical construction and facilities services, building services, and industrial services. Our services are provided to a broad range of commercial, technology, manufacturing, industrial, healthcare, utility, and institutional customers through approximately 100 operating subsidiaries. Such operating subsidiaries are organized into the following reportable segments:
•United States electrical construction and facilities services;
•United States mechanical construction and facilities services;
•United States building services; and
•United States industrial services.
We refer to our United States electrical construction and facilities services segment and our United States mechanical construction and facilities services segment together as our United States construction segments.
On December 1, 2025, we sold EMCOR (UK) Limited and EMCOR Group (UK) plc, which collectively represented our United Kingdom building services segment (collectively, "EMCOR UK").
For a more complete description of our operations, refer to Item 1. Business of our Form 10-K for the year ended December 31, 2025.
Overview
The following table presents selected financial data for the quarters ended September 30, 2026 and 2025 (in thousands, except for percentages and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
September 30,
|
|
|
2026
|
|
2025
|
|
Revenues
|
$
|
5,541,520
|
|
|
$
|
4,301,529
|
|
|
Revenues increase from prior year
|
28.8
|
%
|
|
16.4
|
%
|
|
Gross profit
|
$
|
1,108,218
|
|
|
$
|
835,313
|
|
|
Gross profit as a percentage of revenues
|
20.0
|
%
|
|
19.4
|
%
|
|
Impairment loss on identifiable intangible assets
|
$
|
34,000
|
|
|
$
|
-
|
|
|
Operating income
|
$
|
545,792
|
|
|
$
|
405,696
|
|
|
Operating income as a percentage of revenues
|
9.8
|
%
|
|
9.4
|
%
|
|
Net income
|
$
|
399,930
|
|
|
$
|
295,373
|
|
|
Diluted earnings per common share
|
$
|
9.04
|
|
|
$
|
6.57
|
|
Revenues of $5.54 billion for the quarter ended September 30, 2026 set a quarterly record for the Company and represent an increase of 28.8% from revenues of $4.30 billion for the quarter ended September 30, 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 third quarter of 2026 included incremental acquisition contribution of $313.3 million.
For the quarter ended September 30, 2026, operating income was $545.8 million, or 9.8% of revenues, establishing new records for the Company with respect to a third quarter. This compares to operating income of $405.7 million, or 9.4% of revenues, for the quarter ended September 30, 2025. Our operating results for the quarter ended September 30, 2026 included a $34.0 million non-cash impairment charge associated with certain identifiable intangible assets within our United States building services segment. Excluding the impact of such impairment, operating income and operating margin increased by $174.1 million and 110 basis points, respectively. As described in further detail below, in addition to the impact of the revenue growth we experienced in the quarter, our operating performance benefited from an increase in consolidated gross profit margin as well as a reduction in the ratio of selling, general and administrative expenses to revenues. Operating income for the quarter ended September 30, 2026 included incremental acquisition contribution of $21.0 million, net of amortization expense attributable to identifiable intangible assets of $14.4 million.
Net income of $399.9 million, or $9.04 per diluted share, for the quarter ended September 30, 2026 compares favorably to net income of $295.4 million, or $6.57 per diluted share, for the quarter ended September 30, 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 September 30, 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 nine months of 2026.
Impact of Acquisitions
In order to provide a more meaningful period-over-period discussion of our operating results, we may discuss amounts generated or incurred (revenues, gross profit, selling, general and administrative expenses, and operating income) from companies acquired. 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 nine months of 2026, we acquired nine companies for upfront consideration of $809.9 million.
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 $182.3 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 Operations
Revenues
The 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,
|
|
|
2026
|
|
% of
Total
|
|
2025
|
|
% of
Total
|
|
Revenues:
|
|
|
|
|
|
|
|
|
United States electrical construction and facilities services
|
$
|
1,854,963
|
|
|
34
|
%
|
|
$
|
1,285,269
|
|
|
30
|
%
|
|
United States mechanical construction and facilities services
|
2,546,679
|
|
|
46
|
%
|
|
1,779,279
|
|
|
41
|
%
|
|
United States building services
|
852,369
|
|
|
15
|
%
|
|
813,879
|
|
|
19
|
%
|
|
United States industrial services
|
287,509
|
|
|
5
|
%
|
|
286,914
|
|
|
7
|
%
|
|
Total United States operations
|
5,541,520
|
|
|
100
|
%
|
|
4,165,341
|
|
|
97
|
%
|
|
United Kingdom building services
|
-
|
|
|
-
|
%
|
|
136,188
|
|
|
3
|
%
|
|
Consolidated revenues
|
$
|
5,541,520
|
|
|
100
|
%
|
|
$
|
4,301,529
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
|
|
|
2026
|
|
% of
Total
|
|
2025
|
|
% of
Total
|
|
Revenues:
|
|
|
|
|
|
|
|
|
United States electrical construction and facilities services
|
$
|
4,964,878
|
|
|
32
|
%
|
|
$
|
3,713,360
|
|
|
30
|
%
|
|
United States mechanical construction and facilities services
|
6,873,893
|
|
|
45
|
%
|
|
5,107,139
|
|
|
41
|
%
|
|
United States building services
|
2,462,724
|
|
|
16
|
%
|
|
2,349,761
|
|
|
19
|
%
|
|
United States industrial services
|
1,023,150
|
|
|
7
|
%
|
|
926,988
|
|
|
7
|
%
|
|
Total United States operations
|
15,324,645
|
|
|
100
|
%
|
|
12,097,248
|
|
|
97
|
%
|
|
United Kingdom building services
|
-
|
|
|
-
|
%
|
|
376,053
|
|
|
3
|
%
|
|
Consolidated revenues
|
$
|
15,324,645
|
|
|
100
|
%
|
|
$
|
12,473,301
|
|
|
100
|
%
|
As described in more detail below, as a result of strong demand for our services across most of the market sectors we serve, our consolidated revenues for the three months ended September 30, 2026 increased to $5.54 billion compared to consolidated revenues of $4.30 billion for the three months ended September 30, 2025, and our consolidated revenues for the nine months ended September 30, 2026 increased to $15.32 billion compared to consolidated revenues of $12.47 billion for the nine months ended September 30, 2025. Revenues for the three and nine months ended September 30, 2026 included incremental acquisition contribution of $313.3 million and $716.6 million, respectively.
Revenues of our United States electrical construction and facilities services segment were $1.85 billion for the three months ended September 30, 2026, a $569.7 million increase compared to revenues of $1.29 billion for the three months ended September 30, 2025. Revenues of this segment for the nine months ended September 30, 2026 were $4.96 billion, a $1.25 billion increase compared to revenues of $3.71 billion for the nine months ended September 30, 2025. This segment's results for the three and nine months ended September 30, 2026 benefited from increased activity across a number of the market sectors we serve as well as incremental acquisition revenues of $140.1 million and $271.0 million, respectively. 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 institutional market sector, primarily as a result of increased revenues from public sector work, (b) the manufacturing and industrial market sector, due in part to certain electric power infrastructure or renewable energy projects, and (c) the healthcare market sector given greater project activity within the Western region of the United States. Revenues of this segment for the nine months ended September 30, 2026 additionally benefited from higher levels of short-duration projects and service work, as well as select opportunities within the hospitality and entertainment market sector. Partially offsetting these increases were decreased revenues within the transportation market sector, reflecting significant progress made on an airport construction project as well as our intentional reduction of roadway lighting and traffic signal project exposure.
Our United States mechanical construction and facilities services segment's revenues for the three months ended September 30, 2026 were $2.55 billion, a $767.4 million increase compared to revenues of $1.78 billion for the three months ended September 30, 2025. For the nine months ended September 30, 2026, revenues of this segment were $6.87 billion, a $1.77 billion increase compared to revenues of $5.11 billion for the nine months ended September 30, 2025. This segment's results for the three and nine months ended September 30, 2026 included $173.2 million and $445.6 million, respectively, of incremental acquisition revenues. 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 and expanded scope associated with increased cooling requirements. Notable growth was additionally generated from: (a) the institutional market sector, reflecting increased education and public sector projects, partially as a result of incremental acquisition contribution, (b) the commercial market sector, primarily given an increase in warehousing and distribution project revenues, (c) the manufacturing and industrial market sector, including certain food processing projects, (d) the healthcare market sector, due to greater project activity across several of the regions in which we operate, and (e) the water and wastewater market sector, driven by increased opportunities in the Southeastern region of the United States. Further contributing to the year-over-year revenue growth 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 projects, which resulted in lower electric vehicle and battery manufacturing project revenues in both 2026 periods and lower semiconductor project revenues during the first nine months of 2026.
Revenues of our United States building services segment were $852.4 million for the three months ended September 30, 2026 compared to revenues of $813.9 million for the three months ended September 30, 2025. Revenues of this segment for the nine months ended September 30, 2026 were $2.46 billion compared to revenues of $2.35 billion for the nine months ended September 30, 2025. Growth in this segment for both 2026 periods was generated by: (a) its mechanical services division, which experienced increased: (i) service repair and maintenance volumes, driven by growth in our service contract base, (ii) building automation and controls projects, as we continue to expand our service offerings in this area, and (iii) HVAC project and retrofit work, as demand for these services remained strong, and (b) its commercial and government site-based services divisions due to the award of facilities maintenance contracts with new customers as well as scope or site expansion and greater project work with existing customers.
Revenues of our United States industrial services segment for the three months ended September 30, 2026 were $287.5 million, relatively consistent with revenues of $286.9 million for the three months ended September 30, 2025. Revenues of this segment for the nine months ended September 30, 2026 increased to $1.02 billion compared to revenues of $927.0 million for the nine months ended September 30, 2025. The increase in this segment's revenues for the nine months ended September 30, 2026 was driven by its field services division as a result of: (a) greater refinery turnaround activity, (b) higher project volume at certain chemical, petrochemical, and liquefied natural gas facilities, and (c) progress made on a large solar project. Partially offsetting this growth was a decrease in revenues within this segment's shop services division due to lower heat exchanger sales and related services.
For the three and nine months ended September 30, 2025, our United Kingdom building services segment generated revenues of $136.2 million and $376.1 million, respectively.
Cost of sales and gross profit
The following table presents our cost of sales, gross profit (revenues less cost of sales), and gross profit as a percentage of revenues ("gross profit margin") (in thousands, except for percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
September 30,
|
|
For the nine months ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Cost of sales
|
$
|
4,433,302
|
|
|
$
|
3,466,216
|
|
|
$
|
12,330,098
|
|
|
$
|
10,081,499
|
|
|
Gross profit
|
$
|
1,108,218
|
|
|
$
|
835,313
|
|
|
$
|
2,994,547
|
|
|
$
|
2,391,802
|
|
|
Gross profit margin
|
20.0
|
%
|
|
19.4
|
%
|
|
19.5
|
%
|
|
19.2
|
%
|
Gross profit for the three months ended September 30, 2026 was $1.11 billion, or 20.0% of revenues, compared to gross profit of $835.3 million, or 19.4% of revenues, for the three months ended September 30, 2025. Gross profit for the nine months ended September 30, 2026 was $2.99 billion, or 19.5% of revenues, compared to gross profit of $2.39 billion, or 19.2% of revenues, for the nine months ended September 30, 2025. As described in further detail below, these year-over-year increases resulted from the revenue growth generated by each of our reportable segments as well as higher gross profit margins across all segments other than our United States mechanical construction and facilities services segment, which experienced a shift in revenue mix. Gross profit for the three and nine months ended September 30, 2026 included incremental acquisition contribution of $52.1 million and $134.5 million, respectively, net of amortization expense attributable to identifiable intangible assets of $8.7 million and $16.8 million, respectively.
Selling, general and administrative expenses
The following table presents our selling, general and administrative expenses ("SG&A") and selling, general and administrative expenses as a percentage of revenues ("SG&A margin") (in thousands, except for percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
September 30,
|
|
For the nine months ended
September 30,
|
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Selling, general and administrative expenses
|
$
|
528,426
|
|
|
$
|
429,617
|
|
|
$
|
1,463,570
|
|
|
$
|
1,252,138
|
|
|
SG&A margin
|
9.5
|
%
|
|
10.0
|
%
|
|
9.6
|
%
|
|
10.0
|
%
|
Our selling, general and administrative expenses for the three months ended September 30, 2026 were $528.4 million, or 9.5% of revenues, compared to selling, general and administrative expenses of $429.6 million, or 10.0% of revenues, for the three months ended September 30, 2025. Selling, general and administrative expenses for the nine months ended September 30, 2026 were $1.46 billion, or 9.6% of revenues, compared to selling, general and administrative expenses of $1.25 billion, or 10.0% of revenues, for the nine months ended September 30, 2025. Selling, general and administrative expenses for the three and nine months ended September 30, 2026 included $31.0 million and $78.9 million, respectively, of incremental expenses directly related to companies acquired, including amortization expense attributable to identifiable intangible assets of $5.7 million and $11.9 million, respectively.
Excluding incremental expenses resulting from acquisitions, the increase in our selling, general and administrative expenses for both 2026 periods was primarily as a result of greater: (a) incentive compensation expense, predominantly within our United States construction segments, given higher projected annual operating results, (b) salaries and related employment costs, due to additional headcount to support our organic revenue growth as well as annual cost of living adjustments, (c) rent and other occupancy costs, partially as a result of the continued build-out or expansion of our fabrication facilities, and (d) computer hardware and software costs, driven by various information technology and cybersecurity initiatives in process.
Partially offsetting the increase in selling, general and administrative expenses for the nine months ended September 30, 2026 were reductions in 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. Selling, general and administrative expenses for the three and nine months ended September 30, 2026 additionally decreased by $7.8 million and $23.1 million, respectively, as a result of the sale of EMCOR UK.
The decrease in our SG&A margin for both 2026 periods 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.
Impairment loss on identifiable intangible assets
During the three months ended September 30, 2026, we recognized a $34.0 million non-cash impairment charge associated with certain identifiable intangible assets within our United States building services segment. Refer to Note 8 - Fair Value Measurements of the notes to consolidated financial statements for further information regarding such impairment.
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,
|
|
|
2026
|
|
% of
Segment
Revenues
|
|
2025
|
|
% of
Segment
Revenues
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
United States electrical construction and facilities services
|
$
|
247,003
|
|
|
13.3
|
%
|
|
$
|
145,200
|
|
|
11.3
|
%
|
|
United States mechanical construction and facilities services
|
308,238
|
|
|
12.1
|
%
|
|
229,296
|
|
|
12.9
|
%
|
|
United States building services
|
66,193
|
|
|
7.8
|
%
|
|
59,390
|
|
|
7.3
|
%
|
|
United States industrial services
|
5,120
|
|
|
1.8
|
%
|
|
6,292
|
|
|
2.2
|
%
|
|
Total United States operations
|
626,554
|
|
|
11.3
|
%
|
|
440,178
|
|
|
10.6
|
%
|
|
United Kingdom building services
|
-
|
|
|
-
|
|
|
7,563
|
|
|
5.6
|
%
|
|
Corporate administration
|
(46,762)
|
|
|
-
|
|
|
(42,045)
|
|
|
-
|
|
|
Impairment loss on identifiable intangible assets
|
(34,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Consolidated operating income
|
545,792
|
|
|
9.8
|
%
|
|
405,696
|
|
|
9.4
|
%
|
|
Other items:
|
|
|
|
|
|
|
|
|
Net periodic pension income
|
-
|
|
|
|
|
56
|
|
|
|
|
Interest income, net
|
3,766
|
|
|
|
|
1,838
|
|
|
|
|
Income before income taxes
|
$
|
549,558
|
|
|
|
|
$
|
407,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
|
|
|
2026
|
|
% of
Segment
Revenues
|
|
2025
|
|
% of
Segment
Revenues
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
United States electrical construction and facilities services
|
$
|
652,901
|
|
|
13.2
|
%
|
|
$
|
438,901
|
|
|
11.8
|
%
|
|
United States mechanical construction and facilities services
|
816,520
|
|
|
11.9
|
%
|
|
654,780
|
|
|
12.8
|
%
|
|
United States building services
|
170,017
|
|
|
6.9
|
%
|
|
145,858
|
|
|
6.2
|
%
|
|
United States industrial services
|
27,499
|
|
|
2.7
|
%
|
|
12,633
|
|
|
1.4
|
%
|
|
Total United States operations
|
1,666,937
|
|
|
10.9
|
%
|
|
1,252,172
|
|
|
10.4
|
%
|
|
United Kingdom building services
|
-
|
|
|
-
|
|
|
20,975
|
|
|
5.6
|
%
|
|
Corporate administration
|
(135,960)
|
|
|
-
|
|
|
(133,483)
|
|
|
-
|
|
|
Impairment loss on identifiable intangible assets
|
(34,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Consolidated operating income
|
1,496,977
|
|
|
9.8
|
%
|
|
1,139,664
|
|
|
9.1
|
%
|
|
Other items:
|
|
|
|
|
|
|
|
|
Net periodic pension income
|
-
|
|
|
|
|
165
|
|
|
|
|
Interest income, net
|
14,315
|
|
|
|
|
3,985
|
|
|
|
|
Income before income taxes
|
$
|
1,511,292
|
|
|
|
|
$
|
1,143,814
|
|
|
|
Operating income for the three months ended September 30, 2026 was $545.8 million, an increase of $140.1 million compared to operating income of $405.7 million for the three months ended September 30, 2025. Operating margin for the three months ended September 30, 2026 was 9.8% compared to an operating margin of 9.4% for the three months ended September 30, 2025. For the nine months ended September 30, 2026, operating income was $1.50 billion, an increase of $357.3 million compared to operating income of $1.14 billion for the nine months ended September 30, 2025. Operating margin for the nine months ended September 30, 2026 was 9.8% compared to an operating margin of 9.1% for the nine months ended September 30, 2025. In addition to the impact of the revenue growth we experienced during the first nine months of 2026, our operating performance benefited from an increase in consolidated gross profit margin as well as a reduction in the ratio of selling, general and administrative expenses to revenues. Operating income for the three and nine months ended September 30, 2026 included incremental acquisition contribution of $21.0 million and $55.6 million, respectively, net of amortization expense attributable to identifiable intangible assets of $14.4 million and $28.7 million, respectively.
Operating income of our United States electrical construction and facilities services segment was $247.0 million for the three months ended September 30, 2026, an increase of $101.8 million compared to operating income of $145.2 million for the three months ended September 30, 2025. Operating income of this segment for the nine months ended September 30, 2026 was $652.9 million, an increase of $214.0 million compared to operating income of $438.9 million for the nine months ended September 30, 2025. For the three and nine months ended September 30, 2026, operating margin of this segment was 13.3% and 13.2%, respectively, compared to an operating margin of 11.3% and 11.8% for the three and nine months ended September 30, 2025, respectively. The increase in operating income and operating margin of this segment for both 2026 periods primarily resulted from greater gross profit and gross profit margin given the growth in its revenues, excellent project execution, and a more favorable mix of work. Also contributing to the favorable year-over-year comparison was the impact in the prior year periods of certain projects where we encountered reduced labor productivity or availability while investing in the development of a workforce in new geographies. From a market sector perspective, the most significant increase in gross profit was experienced within network and communications, with additional increases in institutional, commercial, and manufacturing and industrial. This segment's operating income for the three and nine months ended September 30, 2026 included incremental acquisition contribution of $7.6 million and $16.2 million, respectively, net of amortization expense attributable to identifiable intangible assets of $9.8 million and $14.3 million, respectively.
Our United States mechanical construction and facilities services segment's operating income for the three months ended September 30, 2026 was $308.2 million, an increase of $78.9 million compared to operating income of $229.3 million for the three months ended September 30, 2025. Operating income of this segment for the nine months ended September 30, 2026 was $816.5 million, an increase of $161.7 million compared to operating income of $654.8 million for the nine months ended September 30, 2025. The increase in operating income of this segment for both 2026 periods resulted from greater gross profit within the majority of the market sectors in which we operate, generally in line with the increases in revenue described above and with the most significant increase coming from network and communications. This segment's operating income for the three and nine months ended September 30, 2026 included incremental acquisition contribution of $13.6 million and $40.0 million, respectively, net of amortization expense attributable to identifiable intangible assets of $4.4 million and $13.8 million, respectively. For the three and nine months ended September 30, 2026, operating margin of this segment was 12.1% and 11.9%, respectively, compared to an operating margin of 12.9% and 12.8% for the three and nine months ended September 30, 2025, respectively. The year-over-year decreases in this segment's operating margin were 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 due to a higher proportion of materials, equipment, and subcontractor costs, 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.
Operating income of our United States building services segment was $66.2 million, or 7.8% of revenues, for the three months ended September 30, 2026, compared to operating income of $59.4 million, or 7.3% of revenues, for the three months ended September 30, 2025. Operating income of this segment for the nine months ended September 30, 2026 was $170.0 million, or 6.9% of revenues, compared to $145.9 million, or 6.2% of revenues, for the nine months ended September 30, 2025. In addition to the impact of greater revenues, this segment's operating results for both 2026 periods benefited from: (a) an increase in gross profit margin, given a more favorable project mix as well as improved execution, and (b) a decrease in the ratio of selling, general and administrative expenses to revenues, partially due to lower overhead costs within its commercial and government site-based services divisions following the restructuring actions we completed in 2025.
Our United States industrial services segment reported operating income of $5.1 million, or 1.8% of revenues, for the three months ended September 30, 2026, compared to operating income of $6.3 million, or 2.2% of revenues, for the three months ended September 30, 2025. For the nine months ended September 30, 2026, this segment reported operating income of $27.5 million, or 2.7% of revenues, compared to operating income of $12.6 million, or 1.4% of revenues, for the nine months ended September 30, 2025. The increase in operating income of this segment for the nine months ended September 30, 2026 was largely a result of an increase in gross profit within its field services division due to the revenue growth referenced above, while the increase in operating margin during such period was attributable to a reduction in SG&A margin, primarily given an increase in revenues without a commensurate increase in certain overhead costs.
Operating income of our United Kingdom building services segment for the three and nine months ended September 30, 2025 was $7.6 million and $21.0 million, respectively. Operating margin in both 2025 periods was 5.6%.
Our corporate administration expenses for the three and nine months ended September 30, 2026 were $46.8 million and $136.0 million, respectively, compared to $42.0 million and $133.5 million for the three and nine months ended September 30, 2025, respectively. For both 2026 periods, our corporate expenses included greater employee compensation and information technology costs. Offsetting the impact of these increases for the nine months ended September 30, 2026 was 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.
Other items
For the three months ended September 30, 2026, net interest income was $3.8 million, compared to net interest income of $1.8 million for the three months ended September 30, 2025. For the nine months ended September 30, 2026, net interest income was $14.3 million, compared to net interest income of $4.0 million for the nine months ended September 30, 2025. These year-over-year fluctuations were a result of: (a) a decrease in interest expense, given the impact of greater borrowings under our revolving credit facility in the prior year, and (b) an increase in interest income due to a higher average daily invested cash balance.
For the three and nine months ended September 30, 2026, our income tax provision was $149.6 million and $402.2 million, respectively, compared to an income tax provision of $112.2 million and $305.6 million for the three and nine months ended September 30, 2025, respectively. Our effective income tax rate for the three and nine months ended September 30, 2026 was 27.2% and 26.6%, respectively, compared to an effective income tax rate for the three and nine months ended September 30, 2025 of 27.5% and 26.7%, 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,
2026
|
|
% of Total
|
|
December 31, 2025
|
|
% of Total
|
|
September 30,
2025
|
|
% of Total
|
|
Remaining performance obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States electrical construction and
facilities services
|
$
|
7,242,368
|
|
|
39
|
%
|
|
$
|
4,963,855
|
|
|
38
|
%
|
|
$
|
4,497,521
|
|
|
35
|
%
|
United States mechanical construction and
facilities services
|
9,863,950
|
|
|
53
|
%
|
|
6,929,300
|
|
|
52
|
%
|
|
6,421,665
|
|
|
51
|
%
|
|
United States building services
|
1,335,156
|
|
|
7
|
%
|
|
1,188,537
|
|
|
9
|
%
|
|
1,280,681
|
|
|
10
|
%
|
|
United States industrial services
|
131,157
|
|
|
1
|
%
|
|
171,972
|
|
|
1
|
%
|
|
202,198
|
|
|
2
|
%
|
|
Total United States operations
|
18,572,631
|
|
|
100
|
%
|
|
13,253,664
|
|
|
100
|
%
|
|
12,402,065
|
|
|
98
|
%
|
|
United Kingdom building services
|
-
|
|
|
-
|
%
|
|
-
|
|
|
-
|
%
|
|
211,828
|
|
|
2
|
%
|
|
Total operations
|
$
|
18,572,631
|
|
|
100
|
%
|
|
$
|
13,253,664
|
|
|
100
|
%
|
|
$
|
12,613,893
|
|
|
100
|
%
|
Our remaining performance obligations at September 30, 2026 were a record $18.57 billion compared to $13.25 billion at December 31, 2025 and $12.61 billion at September 30, 2025. When compared to December 31, 2025, remaining performance obligations increased by $5.32 billion. Acquisitions account for $500.3 million of such increase, with the remaining growth resulting from 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) healthcare, due to contract awards across several of the regions in which we operate, and (c) water and wastewater, given continued activity in the Southeastern region of the United States.
See Note 3 - Revenue from Contracts with Customers of the notes to consolidated financial statements for further disclosure regarding our remaining performance obligations.
Liquidity and Capital Resources
The following section discusses our principal liquidity and capital resources, as well as our primary liquidity requirements and sources and uses of cash.
We are focused on the efficient conversion of operating income into cash to provide for the Company's material cash requirements, including working capital needs, investment in our growth strategies through business acquisitions and capital expenditures, satisfaction of contractual commitments, including principal and interest payments on any outstanding indebtedness, and shareholder return through share repurchases and dividend payments. We strive to maintain a balanced approach to capital allocation in order to achieve growth, deliver value, and minimize risk.
Management monitors financial markets and overall economic conditions for factors that may affect our liquidity and capital resources and adjusts our capital allocation strategy as necessary.
Negative macroeconomic trends could have an adverse effect on future liquidity if we experience delays in the payment of outstanding receivables beyond normal payment terms, an increase in credit losses, or significant increases in the price of commodities or the materials and equipment utilized for our project and service work, beyond those experienced 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 September 30, 2026, we had cash and cash equivalents of $774.8 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, 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 Flows
The following table presents a summary of our operating, investing, and financing cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30,
|
|
|
2026
|
|
2025
|
|
Net cash provided by operating activities
|
$
|
1,086,631
|
|
|
$
|
777,659
|
|
|
Net cash used in investing activities
|
$
|
(891,920)
|
|
|
$
|
(977,719)
|
|
|
Net cash used in financing activities
|
$
|
(531,927)
|
|
|
$
|
(495,027)
|
|
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
$
|
-
|
|
|
$
|
11,009
|
|
|
Decrease in cash, cash equivalents, and restricted cash
|
$
|
(337,216)
|
|
|
$
|
(684,078)
|
|
During the nine months ended September 30, 2026, our cash balance decreased by $337.2 million from $1.11 billion at December 31, 2025 to $774.8 million at September 30, 2026. Changes in our cash position from December 31, 2025 to September 30, 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 nine months ended September 30, 2026 was $1.09 billion compared to $777.7 million for the nine months ended September 30, 2025. The favorable operating cash flow performance period-over-period was primarily a result of an increase in our net income.
Investing Activities - Investing cash flows consist primarily of payments for acquisitions 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 nine months ended September 30, 2026 decreased by $85.8 million compared to the nine months ended September 30, 2025, due to a decrease in payments for acquisitions, partially offset by an increase in capital expenditures as we continue to invest in and expand our fabrication facilities.
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 $531.9 million for the nine months ended September 30, 2026 compared to $495.0 million for the nine months ended September 30, 2025. The $36.9 million increase in cash used in financing activities was primarily due to an increase in common stock repurchases and dividend payments made by us.
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.
We currently pay a regular quarterly dividend of $0.40 per share. 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.
Refer to Note 10 - Common Stock of the notes to consolidated financial statements for additional detail regarding our share repurchase program and quarterly dividend.
Material Cash Requirements from Contractual and Other Obligations
As of September 30, 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 September 30, 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 $682.1 million at September 30, 2026, with $138.7 million payable within the next 12 months.
Open Purchase Obligations - As of September 30, 2026, we had $4.85 billion of open purchase obligations, of which payments totaling $3.86 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 September 30, 2026, our insurance liabilities, net of estimated recoveries, were $340.2 million. Of this net amount, $81.8 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 based on the financial performance of the acquired businesses during defined 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, 2026, the present value of expected future payments relating to these contingent consideration arrangements was $45.7 million. Of this amount, $21.3 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 2029. Refer to Note 8 - Fair Value Measurements of the notes to consolidated financial statements for further detail regarding our contingent consideration liabilities.
In addition, material cash requirements for other potential obligations, for which we cannot reasonably estimate future payments, include the following:
Legal Proceedings - We are involved in several legal proceedings in which damages and claims have been asserted against us. While litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance, we do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. Refer to Note 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 Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2025 for more information regarding multiemployer benefit plans.
Off-Balance Sheet Arrangements and Other Commercial Commitments
The terms of our construction contracts frequently require that we obtain from surety companies, and provide to our customers, surety bonds as a condition to the award of such contracts. These surety bonds are issued in return for premiums, which vary depending on the size and type of the bond, and secure our payment and performance obligations under such contracts. We have agreed to indemnify the surety companies for amounts, if any, paid by them in respect of surety bonds issued on our behalf. As of September 30, 2026, based on the percentage-of-completion of our projects covered by surety bonds, our aggregate estimated exposure, assuming defaults on all our then existing contractual obligations, was $4.36 billion, which represents approximately 23% of our total remaining performance obligations.
Surety bonds expire at various times ranging from final completion of a project to a period extending beyond contract completion in certain circumstances. Such amounts can also fluctuate from period to period based upon the mix and level of our bonded operating activity. For example, public sector contracts require surety bonds more frequently than private sector contracts and, accordingly, our bonding requirements typically increase as the amount of our public sector work increases. Our estimated maximum exposure as it relates to the value of the surety bonds outstanding is lowered on each bonded project as the cost to complete is reduced, and each commitment under a surety bond generally extinguishes concurrently with the expiration of its related contractual obligation.
Surety bonds are sometimes provided to secure obligations for wages and benefits payable to or for certain of our employees, at the request of labor unions representing such employees. In addition, surety bonds or letters of credit may be issued as collateral for certain insurance obligations. As of September 30, 2026, we satisfied $105.5 million and $73.1 million of the collateral requirements of our insurance programs by utilizing surety bonds and letters of credit, respectively. All such letters of credit were issued under our revolving credit facility, therefore reducing the available capacity of such facility.
We are not aware of any losses in connection with surety bonds that have been posted on our behalf, and we do not expect to incur significant losses in the foreseeable future.
From time to time, we discuss with our current and other surety bond providers the amounts of surety bonds that may be available to us based on our financial strength and the absence of any default by us on any surety bond issued on our behalf and believe those amounts are currently adequate for our needs. However, if we experience changes in our bonding relationships or if there are adverse changes in the surety industry, we may: (a) seek to satisfy certain customer requests for surety bonds by posting other forms of collateral in lieu of surety bonds, such as letters of credit, parent company guarantees, or cash, in order to convince customers to forego the requirement for surety bonds, (b) increase our activities in our businesses that rarely require surety bonds, and/or (c) refrain from bidding for certain projects that require surety bonds.
There can be no assurance that we would be able to effectuate alternatives to providing surety bonds to our customers or to obtain, on favorable terms, sufficient additional work that does not require surety bonds. Accordingly, a reduction in the availability of surety bonds could have a material adverse effect on our financial position, results of operations, and/or cash flows.
In the ordinary course of business, we, at times, guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.
We do not have any other material financial guarantees or off-balance sheet arrangements other than those disclosed herein.
New Accounting Pronouncements
We review new accounting standards to determine the expected impact, if any, that the adoption of such standards will have on our financial position and/or results of operations. See Note 2 - New Accounting Pronouncements of the notes to consolidated financial statements for further information regarding new accounting standards, including the anticipated dates of adoption and the effects on our consolidated financial position, results of operations, or liquidity.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements is based on the application of significant accounting policies, which require management to make estimates and assumptions. Our significant accounting policies are described further in Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of our Form 10-K for the year ended December 31, 2025. We base our estimates on historical experience, known or expected trends, third-party valuations, and various other assumptions that we believe to be reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. There have been no significant changes to our critical accounting policies or methods during the nine months ended September 30, 2026.