Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-8267 | |
Entity Registrant Name | EMCOR Group, Inc. | |
Entity Central Index Key | 0000105634 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-2125338 | |
Entity Address, Address Line One | 301 Merritt Seven | |
Entity Address, City or Town | Norwalk, | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06851-1092 | |
City Area Code | (203) | |
Local Phone Number | 849-7800 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | EME | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,905,926 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 481,391 | $ 358,818 |
Accounts receivable, less allowance for credit losses of $20,976 and $14,466, respectively | 1,936,442 | 2,030,813 |
Contract assets | 171,389 | 177,830 |
Inventories | 40,590 | 40,446 |
Prepaid expenses and other | 49,268 | 51,976 |
Total current assets | 2,679,080 | 2,659,883 |
Property, plant and equipment, net | 158,453 | 156,187 |
Operating lease right-of-use assets | 240,659 | 245,471 |
Goodwill | 839,772 | 1,063,911 |
Identifiable intangible assets, net | 576,540 | 611,444 |
Other assets | 95,919 | 93,462 |
Total assets | 4,590,423 | 4,830,358 |
Current liabilities: | ||
Current maturities of long-term debt and finance lease liabilities | 10,234 | 18,092 |
Accounts payable | 563,128 | 665,402 |
Contract liabilities | 655,298 | 623,642 |
Accrued payroll and benefits | 317,783 | 382,573 |
Other accrued expenses and liabilities | 209,064 | 195,757 |
Operating lease liabilities, current | 52,705 | 53,144 |
Total current liabilities | 1,808,212 | 1,938,610 |
Borrowings under revolving credit facility | 0 | 50,000 |
Long-term debt and finance lease liabilities | 294,126 | 244,139 |
Operating lease liabilities, long-term | 204,361 | 204,950 |
Other long-term obligations | 339,526 | 334,879 |
Total liabilities | 2,646,225 | 2,772,578 |
EMCOR Group, Inc. stockholders' equity: | ||
Preferred stock, $0.10 par value, 1,000,000 shares authorized, zero issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,521,102 and 60,359,252 shares issued, respectively | 605 | 604 |
Capital surplus | 38,975 | 32,274 |
Accumulated other comprehensive loss | (91,172) | (89,288) |
Retained earnings | 2,348,199 | 2,367,481 |
Treasury stock, at cost 5,623,176 and 4,139,421 shares, respectively | (352,985) | (253,937) |
Total EMCOR Group, Inc. stockholders' equity | 1,943,622 | 2,057,134 |
Noncontrolling interests | 576 | 646 |
Total equity | 1,944,198 | 2,057,780 |
Total liabilities and equity | $ 4,590,423 | $ 4,830,358 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses (in US dollars) | $ 20,976 | $ 14,466 |
Preferred stock, par value (in US dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in US dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 60,521,102 | 60,359,252 |
Treasury stock, shares | 5,623,176 | 4,139,421 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,014,021 | $ 2,324,202 | $ 4,313,853 | $ 4,482,930 |
Cost of sales | 1,698,735 | 1,977,822 | 3,665,506 | 3,827,796 |
Gross profit | 315,286 | 346,380 | 648,347 | 655,134 |
Selling, general and administrative expenses | 205,174 | 226,248 | 432,171 | 432,417 |
Restructuring expenses | 0 | 173 | 69 | 448 |
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets | 232,750 | 0 | 232,750 | 0 |
Operating (loss) income | (122,638) | 119,959 | (16,643) | 222,269 |
Net periodic pension (cost) income | 718 | 400 | 1,460 | 806 |
Interest expense, net | (2,110) | (3,231) | (4,598) | (6,054) |
(Loss) income before income taxes | (124,030) | 117,128 | (19,781) | 217,021 |
Income tax (benefit) provision | (40,341) | 33,156 | (11,757) | 60,639 |
Net (loss) income (in US dollars) | $ (83,689) | $ 83,972 | $ (8,024) | $ 156,382 |
Basic (loss) earnings per common share (in US dollars per share) | $ (1.52) | $ 1.49 | $ (0.14) | $ 2.78 |
Diluted (loss) earnings per common share (in US dollars per share) | (1.52) | 1.49 | (0.14) | 2.77 |
Dividends declared per common share (in US dollars per share) | $ 0.08 | $ 0.08 | $ 0.16 | $ 0.16 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net (loss) income | $ (83,689) | $ 83,972 | $ (8,024) | $ 156,382 | |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | 4 | (908) | (2,980) | (297) | |
Post retirement plans, amortization of actuarial loss included in net (loss) income (1) | [1] | 546 | 528 | 1,096 | 1,063 |
Other comprehensive income (loss) | 550 | (380) | (1,884) | 766 | |
Comprehensive (loss) income | $ (83,139) | $ 83,592 | $ (9,908) | $ 157,148 | |
[1] | Net of tax of $0.1 million for each of the three months ended June 30, 2020 and 2019, and net of tax of $0.3 million for each of the six months ended June 30, 2020 and 2019. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Post retirement plans, amortization of actuarial loss included in net (loss) income, tax | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Cash flows - operating activities: | |||
Net (loss) income | $ (8,024) | $ 156,382 | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 23,220 | 21,391 | |
Amortization of identifiable intangible assets | 29,404 | 23,169 | |
Provision for credit losses | 4,957 | 851 | |
Deferred income taxes | (19,942) | (920) | |
Excess tax benefits from share-based compensation | (196) | (593) | |
Non-cash expense for impairment of goodwill, identifiable intangible assets, and other long-lived assets | 232,750 | 0 | |
Non-cash share-based compensation expense | 5,960 | 6,225 | |
Other reconciling items | 1,064 | 3,020 | |
Changes in operating assets and liabilities, excluding the effect of businesses acquired | 7,550 | (251,723) | |
Net cash provided by (used in) operating activities | 276,743 | (42,198) | |
Cash flows - investing activities: | |||
Payments for acquisitions of businesses, net of cash acquired | (3,194) | (63,991) | |
Proceeds from sale or disposal of property, plant and equipment | 824 | 1,326 | |
Purchase of property, plant and equipment | (25,951) | (22,455) | |
Investments in and advances to unconsolidated entities | 0 | (794) | |
Distributions from unconsolidated entities | 0 | 84 | |
Net cash used in investing activities | (28,321) | (85,830) | |
Cash flows - financing activities: | |||
Proceeds from revolving credit facility | 200,000 | 0 | |
Repayments of revolving credit facility | (250,000) | 0 | |
Proceeds from long-term debt | 300,000 | 0 | |
Repayments of long-term debt and debt issuance costs | (257,549) | (7,601) | |
Repayments of finance lease liabilities | (2,354) | (2,151) | |
Dividends paid to stockholders | (8,888) | (8,967) | |
Repurchase of common stock | (99,048) | 0 | |
Taxes paid related to net share settlements of equity awards | (2,550) | (3,735) | |
Issuance of common stock under employee stock purchase plan | 3,228 | 2,969 | |
Payments for contingent consideration arrangements | (4,070) | (2,508) | |
Distributions to noncontrolling interests | (70) | (250) | |
Net cash used in financing activities | (121,301) | (22,243) | |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (4,701) | (175) | |
Increase (decrease) in cash, cash equivalents, and restricted cash | 122,420 | (150,446) | |
Cash, cash equivalents, and restricted cash at beginning of year (1) | [1] | 359,920 | 366,214 |
Cash, cash equivalents, and restricted cash at end of period (2) | [2] | $ 482,340 | $ 215,768 |
[1] | Includes $1.1 million and $2.3 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2019 and 2018, respectively. | ||
[2] | Includes $0.9 million and $2.4 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of June 30, 2020 and 2019, respectively. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash | $ 0.9 | $ 1.1 | $ 2.4 | $ 2.3 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements Of Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Capital Surplus [Member] | Accumulated Other Comprehensive Loss [Member] | [1] | Retained Earnings [Member] | Treasury Stock [Member] | Noncontrolling Interests [Member] | |
Balance at Dec. 31, 2018 | $ 1,741,441 | $ 601 | $ 21,103 | $ (87,662) | $ 2,060,440 | $ (253,937) | $ 896 | ||
Net (loss) income | 156,382 | 156,382 | |||||||
Other comprehensive (loss) income | 766 | 766 | |||||||
Common stock issued under share-based compensation plans | 0 | 2 | (2) | ||||||
Tax withholding for common stock issued under share-based compensation plans | (3,735) | (3,735) | |||||||
Common stock issued under employee stock purchase plan | 2,969 | 2,969 | |||||||
Common stock dividends | (8,967) | (9,047) | |||||||
Common stock dividends, accrued dividend shares | 80 | ||||||||
Distributions to noncontrolling interests | (250) | (250) | |||||||
Share-based compensation expense | 6,225 | 6,225 | |||||||
Balance at Jun. 30, 2019 | 1,894,831 | 603 | 26,640 | (86,896) | 2,207,775 | (253,937) | 646 | ||
Balance at Mar. 31, 2019 | 1,811,622 | 602 | 22,291 | (86,516) | 2,128,326 | (253,937) | 856 | ||
Net (loss) income | 83,972 | 83,972 | |||||||
Other comprehensive (loss) income | (380) | (380) | |||||||
Common stock issued under share-based compensation plans | 0 | 1 | (1) | ||||||
Common stock issued under employee stock purchase plan | 1,646 | 1,646 | |||||||
Common stock dividends | (4,487) | (4,523) | |||||||
Common stock dividends, accrued dividend shares | 36 | ||||||||
Distributions to noncontrolling interests | (210) | (210) | |||||||
Share-based compensation expense | 2,668 | 2,668 | |||||||
Balance at Jun. 30, 2019 | 1,894,831 | 603 | 26,640 | (86,896) | 2,207,775 | (253,937) | 646 | ||
Balance at Dec. 31, 2019 | 2,057,780 | 604 | 32,274 | (89,288) | 2,367,481 | (253,937) | 646 | ||
Net (loss) income | (8,024) | (8,024) | |||||||
Other comprehensive (loss) income | (1,884) | (1,884) | |||||||
Cumulative-effect adjustment (2) | [2] | (2,307) | (2,307) | ||||||
Common stock issued under share-based compensation plans | 1 | 1 | |||||||
Tax withholding for common stock issued under share-based compensation plans | (2,550) | (2,550) | |||||||
Common stock issued under employee stock purchase plan | 3,228 | 3,228 | |||||||
Common stock dividends | (8,888) | (8,951) | |||||||
Common stock dividends, accrued dividend shares | 63 | ||||||||
Repurchase of common stock | (99,048) | (99,048) | |||||||
Distributions to noncontrolling interests | (70) | (70) | |||||||
Share-based compensation expense | 5,960 | 5,960 | |||||||
Balance at Jun. 30, 2020 | 1,944,198 | 605 | 38,975 | (91,172) | 2,348,199 | (352,985) | 576 | ||
Balance at Mar. 31, 2020 | 2,027,594 | 605 | 34,745 | (91,722) | 2,436,305 | (352,985) | 646 | ||
Net (loss) income | (83,689) | (83,689) | |||||||
Other comprehensive (loss) income | 550 | 550 | |||||||
Tax withholding for common stock issued under share-based compensation plans | (58) | (58) | |||||||
Common stock issued under employee stock purchase plan | 1,590 | 1,590 | |||||||
Common stock dividends | (4,388) | (4,417) | |||||||
Common stock dividends, accrued dividend shares | 29 | ||||||||
Distributions to noncontrolling interests | (70) | (70) | |||||||
Share-based compensation expense | 2,669 | 2,669 | |||||||
Balance at Jun. 30, 2020 | $ 1,944,198 | $ 605 | $ 38,975 | $ (91,172) | $ 2,348,199 | $ (352,985) | $ 576 | ||
[1] | Represents cumulative foreign currency translation adjustments and post retirement liability adjustments. | ||||||||
[2] | Represents adjustment to retained earnings upon the adoption of Accounting Standards Codification Topic 326. |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. References to the “Company,” “EMCOR,” “we,” “us,” “our” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise. Readers of this report should refer to the consolidated financial statements and the notes thereto included in our latest Annual Report on Form 10-K filed with the Securities and Exchange Commission. In our opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of those of a normal recurring nature) necessary to present fairly our financial position and the results of our operations. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements On January 1, 2020, we adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”), which changes the way in which entities estimate and present credit losses for most financial assets, including accounts receivable and contract assets. This pronouncement replaces the previous incurred loss model with an expected credit loss model that requires consideration of a broader range of information when estimating expected credit losses over the contractual life of an asset. This guidance requires entities to estimate expected credit losses by considering forecasts of future economic conditions in addition to information about past events and current conditions. The cumulative effect of applying the new guidance was recorded as a reduction to retained earnings in the amount of $2.3 million, net of deferred taxes of $0.9 million. Our financial position and results of operations for reporting periods beginning on or after January 1, 2020 reflect the guidance issued under this new accounting pronouncement, while prior periods continue to be reported in accordance with previous guidance and historical accounting policy. A considerable amount of judgment is required in determining expected credit losses. Credit losses are recorded when we believe a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating. Relevant factors include our prior collection history with our customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions. In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition. At June 30, 2020 and December 31, 2019, our allowance for credit losses was $21.0 million and $14.5 million, respectively. Due to the economic disruption caused by COVID-19, our allowance for credit losses increased based on our evaluation of: (a) specific outstanding balances and (b) forecasts of future economic conditions and the expected impact on customer collections. Allowances for credit losses are based on the best facts available and are reassessed and adjusted on a regular basis as additional information is received. Should anticipated collections fail to materialize, or if future economic conditions differ from our forecasts, we could experience an increase in our credit losses. The change in the allowance for credit losses for the six months ended June 30, 2020 was as follows (in thousands): Balance at December 31, 2019 $ 14,466 Cumulative-effect adjustment 3,150 Provision for credit losses 4,957 Amounts written off against the allowance (1,597) Balance at June 30, 2020 $ 20,976 In December 2019, an accounting pronouncement was issued by the FASB that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to intraperiod tax allocations and the methodology for calculating income taxes in an interim period. The guidance also simplifies aspects of the accounting for franchise taxes as well as enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The pronouncement is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted. Certain aspects of this standard must be applied retrospectively while other aspects are to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of NOTE 2 New Accounting Pronouncements - (Continued) adoption. The Company intends to adopt this accounting pronouncement on January 1, 2021, and we are currently evaluating the potential impact on our financial position and/or results of operations. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the following five step model: (1) Identify the contract with a customer A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectibility of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectibility of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer. (2) Identify the performance obligations in the contract At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract. In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry. Our contracts are often modified through change orders to account for changes in the scope and price of the goods or services we are providing. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of our change orders are for goods or services that are not distinct within the context of our original contract, and therefore, are not treated as separate performance obligations. (3) Determine the transaction price The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability-weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current, and estimates of future performance. The expected value method is typically utilized in situations where a contract contains a large number of possible outcomes while the most likely amount method is typically utilized in situations where a contract has only two possible outcomes. NOTE 3 Revenue from Contracts with Customers - (Continued) Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts. Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment of and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied. Contract claims are another form of variable consideration which is common within our industry. Claim amounts represent revenue that has been recognized for contract modifications that are not submitted or are in dispute as to both scope and price. In estimating the transaction price for claims, the Company considers all relevant facts available. However, given the uncertainty surrounding claims, including the potential long-term nature of dispute resolution and the broad range of possible consideration amounts, there is an increased likelihood that any additional contract revenue associated with contract claims is constrained. The resolution of claims involves negotiations and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs. For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer. For such contracts, the Company evaluates whether this timing difference represents a financing arrangement within the contract. Although rare, if a contract is determined to contain a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money when determining the transaction price of such contract. Although our customers may retain a portion of the contract price until completion of the project and final contract settlement, these retainage amounts are not considered a significant financing component as the intent of the withheld amounts is to provide the customer with assurance that we will complete our obligations under the contract rather than to provide financing to the customer. In addition, although we may be entitled to advanced payments from our customers on certain contracts, these advanced payments generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract. Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. For the three and six months ended June 30, 2020 and 2019, there were no significant amounts of revenue recognized during the period related to performance obligations satisfied in prior periods. In addition, for the three and six months ended June 30, 2020 and 2019, there were no significant reversals of revenue recognized associated with the revision of transaction prices. (4) Allocate the transaction price to performance obligations in the contract For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation. NOTE 3 Revenue from Contracts with Customers - (Continued) (5) Recognize revenue as performance obligations are satisfied The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided. For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the amount of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations. For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term. The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. For these performance obligations, we use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer. For bill-and-hold arrangements, revenue is recognized when the customer obtains control of the heat exchanger, which may be prior to shipping, if certain recognition criteria are met. For certain of our revenue streams, such as call-out repair and service work, outage services, refinery turnarounds, and specialty welding services that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For the three and six months ended June 30, 2020 and 2019, there were no changes in total estimated costs that had a significant impact on our operating results. In addition, there were no significant losses recognized during the three and six months ended June 30, 2020 and 2019. NOTE 3 Revenue from Contracts with Customers - (Continued) Disaggregation of Revenues Our revenues are principally derived from contracts to provide construction services relating to electrical and mechanical systems, as well as to provide a number of building services and industrial services to our customers. Our contracts are with many different customers in numerous industries. Refer to Note 15 - Segment Information of the notes to consolidated financial statements for additional information on how we disaggregate our revenues by reportable segment, as well as a more complete description of our business. The following tables provide further disaggregation of our revenues by categories we use to evaluate our financial performance within each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended June 30, 2020 % of 2019 % of United States electrical construction and facilities services: Commercial market sector $ 215,285 48 % $ 286,290 50 % Institutional market sector 34,341 8 % 31,596 5 % Hospitality market sector 4,899 1 % 2,846 1 % Manufacturing market sector 84,253 19 % 118,157 21 % Healthcare market sector 17,696 4 % 21,409 4 % Transportation market sector 47,966 10 % 51,655 9 % Water and wastewater market sector 1,907 1 % 4,618 1 % Short duration projects (1) 30,176 7 % 41,447 7 % Service work 10,193 2 % 12,003 2 % 446,716 570,021 Less intersegment revenues (835) (619) Total segment revenues $ 445,881 $ 569,402 For the three months ended June 30, 2020 % of 2019 % of United States mechanical construction and facilities services: Commercial market sector $ 273,434 35 % $ 299,448 36 % Institutional market sector 99,829 13 % 76,674 9 % Hospitality market sector 9,098 1 % 8,271 1 % Manufacturing market sector 100,608 13 % 137,891 17 % Healthcare market sector 80,528 10 % 74,653 9 % Transportation market sector 19,669 2 % 9,291 1 % Water and wastewater market sector 45,606 6 % 45,537 6 % Short duration projects (1) 73,955 9 % 81,168 10 % Service work 88,684 11 % 92,432 11 % 791,411 825,365 Less intersegment revenues (970) (2,279) Total segment revenues $ 790,441 $ 823,086 ________ (1) Represents those projects which generally are completed within three months or less. NOTE 3 Revenue from Contracts with Customers - (Continued) For the three months ended June 30, 2020 % of 2019 % of United States building services: Commercial site-based services $ 132,078 28 % $ 130,921 25 % Government site-based services 38,419 8 % 42,787 8 % Mobile mechanical services 282,965 60 % 312,822 60 % Energy services 18,954 4 % 37,168 7 % Total segment revenues $ 472,416 $ 523,698 For the three months ended June 30, 2020 % of 2019 % of United States industrial services: Field services $ 177,361 84 % $ 252,849 86 % Shop services 34,805 16 % 42,611 14 % Total segment revenues $ 212,166 $ 295,460 Total United States operations $ 1,920,904 $ 2,211,646 For the three months ended June 30, 2020 % of 2019 % of United Kingdom building services: Service work $ 51,139 55 % $ 56,829 50 % Project work 41,978 45 % 55,727 50 % Total segment revenues $ 93,117 $ 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 For the six months ended June 30, 2020 % of 2019 % of United States electrical construction and facilities services: Commercial market sector $ 458,126 47 % $ 555,731 51 % Institutional market sector 75,859 8 % 53,941 5 % Hospitality market sector 9,981 1 % 9,687 1 % Manufacturing market sector 204,625 21 % 216,960 20 % Healthcare market sector 38,342 4 % 39,024 3 % Transportation market sector 92,146 9 % 109,794 10 % Water and wastewater market sector 4,236 1 % 10,633 1 % Short duration projects (1) 62,897 6 % 81,856 7 % Service work 26,489 3 % 21,265 2 % 972,701 1,098,891 Less intersegment revenues (1,591) (1,419) Total segment revenues $ 971,110 $ 1,097,472 ________ (1) Represents those projects which generally are completed within three months or less. NOTE 3 Revenue from Contracts with Customers - (Continued) For the six months ended June 30, 2020 % of 2019 % of United States mechanical construction and facilities services: Commercial market sector $ 578,124 36 % $ 581,310 37 % Institutional market sector 176,826 11 % 137,957 9 % Hospitality market sector 16,812 1 % 21,919 1 % Manufacturing market sector 216,190 13 % 236,654 15 % Healthcare market sector 168,587 10 % 136,027 9 % Transportation market sector 34,015 2 % 15,025 1 % Water and wastewater market sector 86,119 5 % 88,748 6 % Short duration projects (1) 171,157 11 % 181,104 11 % Service work 179,577 11 % 181,898 11 % 1,627,407 1,580,642 Less intersegment revenues (2,854) (5,147) Total segment revenues $ 1,624,553 $ 1,575,495 ________ (1) Represents those projects which generally are completed within three months or less. For the six months ended June 30, 2020 % of 2019 % of United States building services: Commercial site-based services $ 275,516 28 % $ 286,899 28 % Government site-based services 81,336 8 % 91,578 9 % Mobile mechanical services 586,356 59 % 586,988 56 % Energy services 47,291 5 % 70,312 7 % Total segment revenues $ 990,499 $ 1,035,777 For the six months ended June 30, 2020 % of 2019 % of United States industrial services: Field services $ 447,117 86 % $ 469,619 85 % Shop services 75,080 14 % 84,486 15 % Total segment revenues $ 522,197 $ 554,105 Total United States operations $ 4,108,359 $ 4,262,849 For the six months ended June 30, 2020 % of 2019 % of United Kingdom building services: Service work $ 106,245 52 % $ 111,463 51 % Project work 99,249 48 % 108,618 49 % Total segment revenues $ 205,494 $ 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 NOTE 3 Revenue from Contracts with Customers - (Continued) Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when our right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to scope and/or price, or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Consolidated Balance Sheets. Contract liabilities from our long-term construction contracts arise when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. The long-term portion of contract liabilities is included in “Other long-term obligations” in the Consolidated Balance Sheets. Net contract liabilities consisted of the following as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Contract assets, current $ 171,389 $ 177,830 Contract assets, non-current — — Contract liabilities, current (655,298) (623,642) Contract liabilities, non-current (2,066) (2,142) Net contract liabilities $ (485,975) $ (447,954) The $38.0 million increase in net contract liabilities for the six months ended June 30, 2020 was primarily attributable to an increase in net contract liabilities on our uncompleted long-term construction contracts, partially as a result of the timing of invoicing to our customers, which included advanced billings on several projects in the earlier stages of completion. The acquisition completed in the first quarter of 2020 did not have a significant impact on our contract assets and contract liabilities. There was no significant impairment of contract assets recognized during either period presented. NOTE 3 Revenue from Contracts with Customers - (Continued) Transaction Price Allocated to Remaining Unsatisfied Performance Obligations The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of June 30, 2020 (in thousands, except for percentages): June 30, 2020 % of Total Remaining performance obligations: United States electrical construction and facilities services $ 1,013,389 22 % United States mechanical construction and facilities services 2,806,213 61 % United States building services 524,617 12 % United States industrial services 102,682 2 % Total United States operations 4,446,901 97 % United Kingdom building services 144,074 3 % Total worldwide operations $ 4,590,975 100 % Our remaining performance obligations at June 30, 2020 were $4.59 billion. Remaining performance obligations increase with awards of new contracts and decrease as we perform work and recognize revenue on existing contracts. We include a project within our remaining performance obligations at such time the project is awarded and agreement on contract terms has been reached. Our remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of the total transaction price can be made. Remaining performance obligations include unrecognized revenues to be realized from uncompleted construction contracts. Although many of our construction contracts are subject to cancellation at the election of our customers, in accordance with industry practice, we do not limit the amount of unrecognized revenue included within remaining performance obligations for these contracts due to the inherent substantial economic penalty that would be incurred by our customers upon cancellation. Remaining performance obligations also include unrecognized revenues expected to be realized over the remaining term of service contracts. However, to the extent a service contract includes a cancellation clause which allows for the termination of such contract by either party without a substantive penalty, the remaining contract term, and therefore, the amount of unrecognized revenues included within remaining performance obligations, is limited to the notice period required for the termination. Our remaining performance obligations are comprised of: (a) original contract amounts, (b) change orders for which we have received written confirmations from our customers, (c) pending change orders for which we expect to receive confirmations in the ordinary course of business, (d) claim amounts that we have made against customers for which we have determined we have a legal basis under existing contractual arrangements and as to which the variable consideration constraint does not apply, and (e) other forms of variable consideration to the extent that such variable consideration has been included within the transaction price of our contracts. Such claim and other variable consideration amounts were immaterial for all periods presented. NOTE 3 Revenue from Contracts with Customers - (Continued) Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands): Within one year Greater than one year Remaining performance obligations: United States electrical construction and facilities services $ 836,537 $ 176,852 United States mechanical construction and facilities services 2,145,366 660,847 United States building services 503,843 20,774 United States industrial services 102,682 — Total United States operations 3,588,428 858,473 United Kingdom building services 110,874 33,200 Total worldwide operations $ 3,699,302 $ 891,673 We believe our reported remaining performance obligations are firm and contract cancellations have not historically had a material adverse effect on us. However, the extent to which the COVID-19 pandemic may impact our remaining performance obligations remains highly uncertain and will be affected by a number of factors that are difficult to predict. These include the duration and extent of the pandemic; |
Acquisitions Of Businesses
Acquisitions Of Businesses | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions Of Businesses | Acquisitions of Businesses Acquisitions are accounted for utilizing the acquisition method of accounting and the prices paid for them are allocated to their respective assets and liabilities based on the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us. In January 2020, we acquired a company for an immaterial amount. This company provides building automation and controls solutions within the Northeastern region of the United States, and its results of operations have been included within our United States building services segment. On November 1, 2019, we completed the acquisition of Batchelor & Kimball, Inc. (“BKI”), a leading full service provider of mechanical construction and maintenance services. This acquisition strengthens our position and broadens our capabilities in the Southern and Southeastern regions of the United States, and its results of operations have been included within our United States mechanical construction and facilities services segment. Under the terms of the transaction, we acquired 100% of BKI’s outstanding capital stock for total consideration of approximately $220.3 million. In connection with the acquisition of BKI, we acquired working capital of $29.8 million and other net assets of $4.9 million and have preliminarily ascribed $43.9 million to goodwill and $141.7 million to identifiable intangible assets. Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the future economic benefits expected from this strategic acquisition. The weighted average amortization period for the identifiable intangible assets acquired, which consist of a trade name, customer relationships, and contract backlog, is approximately 10.5 years. In addition to BKI, during 2019, we completed six other acquisitions for total consideration of $85.4 million. Such companies include: (a) a company which provides electrical contracting services in central Iowa, the results of operations of which have been included within our United States electrical construction and facilities services segment, (b) a company which provides mechanical contracting services in south-central and eastern Texas, the results of operations of which have been included within our United States mechanical construction and facilities services segment, and (c) four companies within our United States building services segment which bolster our presence in geographies where we have existing operations and provide either mobile mechanical services or building automation and controls solutions. In connection with these acquisitions, we acquired working capital of $25.3 million and other net assets of $1.3 million and have preliminarily ascribed $29.2 million to goodwill and $29.6 million to identifiable intangible assets. NOTE 4 Acquisitions of Businesses - (Continued) We expect that all of the goodwill acquired in connection with these acquisitions will be deductible for tax purposes. The purchase price allocations for the business acquired in 2020, BKI, and one of the other businesses acquired in 2019 are preliminary and subject to change during their respective measurement periods. As we finalize such purchase price allocations, adjustments may be recorded relating to finalization of intangible asset valuations, tax matters, or other items. Although not expected to be significant, such adjustments may result in changes in the valuation of assets and liabilities acquired. The purchase price allocations for the remaining businesses acquired in 2019 have been finalized with an insignificant impact. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Calculation of Basic and Diluted (Loss) Earnings per Common Share The following tables summarize our calculation of Basic and Diluted (Loss) Earnings per Common Share (“EPS”) for the three and six months ended June 30, 2020 and 2019 (in thousands, except share and per share data): For the three months ended 2020 2019 Numerator: Net (loss) income available to common stockholders $ (83,689) $ 83,972 Denominator: Weighted average shares outstanding used to compute basic (loss) earnings per common share 54,937,038 56,181,864 Effect of dilutive securities—Share-based awards — 317,650 Shares used to compute diluted (loss) earnings per common share 54,937,038 56,499,514 Basic (loss) earnings per common share $ (1.52) $ 1.49 Diluted (loss) earnings per common share $ (1.52) $ 1.49 For the six months ended 2020 2019 Numerator: Net (loss) income available to common stockholders $ (8,024) $ 156,382 Denominator: Weighted average shares outstanding used to compute basic (loss) earnings per common share 55,467,799 56,175,219 Effect of dilutive securities—Share-based awards — 286,758 Shares used to compute diluted (loss) earnings per common share 55,467,799 56,461,977 Basic (loss) earnings per common share $ (0.14) $ 2.78 Diluted (loss) earnings per common share $ (0.14) $ 2.77 The effect of 197,470 and 200,538 share-based awards has been excluded from the calculation of diluted EPS for the three and six months ended June 30, 2020, respectively, due to the net loss recognized for each period. Assuming dilution, the number of outstanding share-based awards excluded from the computation of diluted EPS for both the three and six months ended June 30, 2020 because they would be anti-dilutive were 94,355. The number of outstanding share-based awards that were excluded from the computation of diluted EPS for the six months ended June 30, 2019 because they would be anti-dilutive were 25,061.There were no anti-dilutive share based awards for the three months ended June 30, 2019. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Raw materials and construction materials $ 28,576 $ 31,365 Work in process 12,014 9,081 Inventories $ 40,590 $ 40,446 |
Goodwill, Identifiable Intangib
Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Intangible Assets and Other Long-Lived Assets | Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets Goodwill In connection with our acquisition of businesses, we have recorded goodwill, which represents the excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized but instead allocated to its respective reporting unit and evaluated for impairment annually, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. We have determined that our reporting units are consistent with the reportable segments identified in Note 15 - Segment Information of the notes to consolidated financial statements. Absent any earlier identified impairment indicators, we perform our annual goodwill impairment assessment on October 1 each fiscal year. Qualitative indicators that may trigger the need for interim quantitative impairment testing include, among others, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, an interim impairment test may be triggered by a significant change in business climate, a loss of a significant customer, increased competition, or a sustained decrease in share price. In assessing whether our goodwill is impaired, we compare the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, no impairment is recognized. However, if the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is impaired and an impairment loss in the amount of the excess is recognized and charged to operations. During the second quarter of 2020, our operations were negatively impacted by the COVID-19 pandemic. In addition, the demand for oil significantly deteriorated as a result of the pandemic and the corresponding preventative measures taken around the world to mitigate the spread of the virus, including various local, state, and national jurisdictional “shelter-in-place” orders. Further, other macroeconomic events, such as geopolitical tensions between the Organization of Petroleum Exporting Countries (OPEC) and Russia, resulted in a significant drop in the price of crude oil. These negative factors created significant volatility and uncertainty in the markets in which our United States industrial services segment operates, resulting in a significant decrease in the demand for our service offerings. Consequently, we revised our near-term revenue and operating margin expectations for our United States industrial services segment. As a result of such developments, we concluded that a triggering event had occurred which indicated it was more likely than not that the fair value of our United States industrial services segment was less than its carrying amount. Accordingly, we performed a quantitative impairment test and determined that the carrying amount of our United States industrial services segment exceeded its fair value, which resulted in the recognition of a non-cash goodwill impairment charge during the quarter ended June 30, 2020 of $225.5 million. We determined the fair value of our United States industrial services segment using an income approach whereby fair value was calculated utilizing discounted estimated future cash flows, assuming a risk-adjusted industry weighted average cost of capital of 12.0%. Such weighted average cost of capital was developed with the assistance of an independent third-party valuation specialist and reflects the overall level of inherent risk within the business and the rate of return a market participant would expect to earn. Cash flow projections were derived from internal forecasts of anticipated revenue growth rates and operating margins, updated for recent events, with cash flows beyond the discrete forecast period estimated using a terminal value calculation which incorporated historical and forecasted trends, an estimate of long-term growth rates, and assumptions about the future demand for our services. The perpetual growth rate utilized in the terminal value calculation was 2.0%. NOTE 7 Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets - (Continued) Due to the inherent uncertainties involved in making estimates, our assumptions may change in future periods. Estimates and assumptions made for purposes of our goodwill impairment testing may prove to be inaccurate predictions of the future, and other factors used in assessing fair value, such as the weighted average cost of capital, are outside the control of management. Unfavorable changes in certain of these key assumptions may affect future testing results. For example, keeping all other assumptions constant, a 50 basis point increase in the weighted average cost of capital would cause the estimated fair value of our United States industrial services segment to decrease by approximately $22.9 million. In addition, keeping all other assumptions constant, a 50 basis point reduction in the perpetual growth rate would cause the estimated fair value of our United States industrial services segment to decrease by approximately $9.0 million. Upon completion of our interim goodwill impairment assessment and the recognition of the aforementioned impairment charge, the carrying value of our United States industrial services segment equals its fair value whereas our other reporting units still maintain headroom that is substantially in excess of their carrying values. Significant adverse changes to external market conditions or our internal forecasts, if any, could result in future goodwill impairment charges. It is not possible at this time to determine if any future impairment charge will result or, if it does, whether such a charge would be material to our results of operations. The changes in the carrying amount of goodwill by reportable segments were as follows during the six months ended June 30, 2020 (in thousands): United States United States United States United States Total Balance at December 31, 2019 $ 142,545 $ 299,220 $ 289,158 $ 332,988 $ 1,063,911 Acquisitions and purchase price adjustments — 419 942 — 1,361 Impairments — — — (225,500) (225,500) Balance at June 30, 2020 $ 142,545 $ 299,639 $ 290,100 $ 107,488 $ 839,772 Identifiable Intangible Assets and Other Long-Lived Assets Our identifiable intangible assets, arising out of the acquisition of businesses, include contract backlog, developed technology/vendor network, customer relationships, and certain subsidiary trade names, all of which are subject to amortization. In addition, our identifiable intangible assets include certain other subsidiary trade names, which are not subject to amortization. Absent earlier indicators of impairment, we test for impairment of subsidiary trade names that are not subject to amortization on an annual basis (October 1). In performing this test, we calculate the fair value of each trade name using the “relief from royalty payments” methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each trade name and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each trade name. If the carrying amount of the trade name is greater than the implied fair value of the trade name, an impairment in the amount of the excess is recognized and charged to operations. In addition, we review for impairment of identifiable intangible assets that are being amortized as well as other long-lived assets whenever facts and circumstances indicate that their carrying values may not be fully recoverable. This test compares their carrying values to the undiscounted pre-tax cash flows expected to result from the use of the assets. If the assets are impaired, the assets are written down to their fair values, generally determined based on their discounted estimated future cash flows. In connection with the negative market conditions disclosed above, we also evaluated certain of our identifiable intangible assets and other long-lived assets for impairment. Such assets included those associated with the businesses in our United States industrial services segment and certain businesses within our United States electrical construction and facilities services segment whose results are also highly dependent on the strength of the oil and gas industry. As a result of these assessments, during the quarter ended June 30, 2020, we recorded non-cash impairment charges of $7.3 million. Of this amount, $4.8 million related to our United States industrial services segment and was comprised of: (a) a $4.2 million subsidiary trade name impairment and (b) a $0.6 million impairment on certain other long-lived assets. The remaining $2.5 million represented a subsidiary trade name impairment within our United States electrical construction and facilities services segment. NOTE 7 Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets - (Continued) Identifiable intangible assets consist of the following as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Gross Accumulated Accumulated Total Contract backlog $ 66,945 $ (65,145) $ — $ 1,800 Developed technology/Vendor network 95,661 (62,575) — 33,086 Customer relationships 645,555 (300,590) (4,834) 340,131 Trade names (amortized) 31,348 (22,332) — 9,016 Trade names (unamortized) 251,440 — (58,933) 192,507 Total $ 1,090,949 $ (450,642) $ (63,767) 576,540 December 31, 2019 Gross Accumulated Accumulated Total Contract backlog $ 66,745 $ (61,651) $ — $ 5,094 Developed technology/Vendor network 95,661 (60,156) — 35,505 Customer relationships 644,755 (277,601) (4,834) 362,320 Trade names (amortized) 31,148 (21,830) — 9,318 Trade names (unamortized) 251,440 — (52,233) 199,207 Total $ 1,089,749 $ (421,238) $ (57,067) $ 611,444 Identifiable intangible assets are amortized on a straight-line basis, as it best approximates the pattern in which the economic benefits of those assets are consumed. Amortization expense related to identifiable intangible assets with finite lives was $14.7 million and $11.6 million for the three months ended June 30, 2020 and 2019, respectively, and $29.4 million and $23.2 million for the six months ended June 30, 2020 and 2019, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Revolving credit facility $ — $ 50,000 Term loan 300,000 254,431 Unamortized debt issuance costs (4,480) (1,879) Finance lease obligations 8,840 9,679 Total debt 304,360 312,231 Less: current maturities 10,234 18,092 Total long-term debt $ 294,126 $ 294,139 Credit Agreement Until March 2, 2020, we had a credit agreement dated as of August 3, 2016, which provided for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”). On March 2, 2020, we amended and restated the 2016 Credit Agreement to provide for a $1.3 billion revolving credit facility (the “2020 Revolving Credit Facility”) and a $300.0 million term loan (the “2020 Term Loan”) (collectively referred to as the “2020 Credit Agreement”) expiring March 2, 2025. We may increase the 2020 Revolving Credit Facility to $1.9 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $400.0 million of available capacity under the 2020 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the 2020 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets. The 2020 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness, and capital expenditures. We were in compliance with all such covenants as of June 30, 2020 with respect to the 2020 Credit Agreement and, as of December 31, 2019, with respect to the 2016 Credit Agreement. A commitment fee is payable on the average daily unused amount of the 2020 Revolving Credit Facility, which ranges from 0.10% to 0.25%, based on certain financial tests. The fee was 0.10% of the unused amount as of June 30, 2020. At the Company’s election, borrowings under the 2020 Credit Agreement bear interest at either: (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (0.18% at June 30, 2020) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (3.25% at June 30, 2020), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%. The interest rate in effect at June 30, 2020 was 1.18%. Fees for letters of credit issued under the 2020 Revolving Credit Facility range from 0.75% to 1.75% of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed based on certain financial tests. We capitalized an additional $3.1 million of debt issuance costs associated with the 2020 Credit Agreement. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. We are required to make annual installment payments on the 2020 Term Loan, with a principal payment of $7.5 million on December 31, 2020 and principal payments on December 31 of each subsequent year in the amount of $15.0 million. All unpaid principal and interest is due on March 2, 2025. As of June 30, 2020 and December 31, 2019, the balance of the 2020 Term Loan and the 2016 Term Loan was $300.0 million and $254.4 million, respectively. As of June 30, 2020, there were no direct borrowings outstanding under the 2020 Revolving Credit Facility, however, we had $79.0 million of letters of credit outstanding which reduce the available capacity under such facility. As of December 31, 2019, we had $50.0 million in direct borrowings outstanding and $109.0 million of letters of credit outstanding under the 2016 Revolving Credit Facility. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements For disclosure purposes, we utilize a fair value hierarchy to categorize qualifying assets and liabilities into three broad levels based on the priority of the inputs used to determine their fair values. The hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs, is comprised of the following three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 – Observable inputs, other than Level 1 inputs, that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Unobservable inputs that reflect the reporting entity’s own assumptions. Recurring Fair Value Measurements The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 and December 31, 2019 (in thousands): Assets at Fair Value as of June 30, 2020 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 481,391 $ — $ — $ 481,391 Restricted cash (2) 949 — — 949 Deferred compensation plan assets (3) 31,428 — — 31,428 Total $ 513,768 $ — $ — $ 513,768 Assets at Fair Value as of December 31, 2019 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 358,818 $ — $ — $ 358,818 Restricted cash (2) 1,102 — — 1,102 Deferred compensation plan assets (3) 30,295 — — 30,295 Total $ 390,215 $ — $ — $ 390,215 ________ (1) Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At June 30, 2020 and December 31, 2019, we had $193.3 million and $164.0 million, respectively, in money market funds. (2) Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts. (3) Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets. Nonrecurring Fair Value Measurements We have recorded goodwill and identifiable intangible assets in connection with our business acquisitions. Such assets are measured at fair value at the time of acquisition based on valuation techniques that appropriately represent the methods which would be used by other market participants in determining fair value. In addition, goodwill and intangible assets are tested for impairment using similar valuation methodologies to determine the fair value of such assets. Periodically, we engage an independent third-party valuation specialist to assist with the valuation process, including the selection of appropriate methodologies and the development of market-based assumptions. The inputs used for these fair value measurements represent Level 3 inputs. Fair Value of Financial Instruments |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents our income tax (benefit) provision and our effective income tax rate for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): For the three months ended For the six months ended 2020 2019 2020 2019 Income tax (benefit) provision (40,341) 33,156 (11,757) 60,639 Effective income tax rate (32.5) % 28.3 % (59.4) % 27.9 % Our income tax benefit for the three and six months ended June 30, 2020 was impacted by the tax-effect of the $232.8 million of non-cash goodwill, identifiable intangible asset, and other long-lived asset impairment charges recorded during the quarter, the majority of which were non-deductible for tax purposes. The difference between the U.S. statutory tax rate of 21% and our effective income tax rates for the three and six months ended June 30, 2020 was primarily related to: (a) the impact of the non-deductible impairment charges previously referenced, (b) state and local income taxes, and (c) other permanent book to tax differences. As of June 30, 2020 and December 31, 2019, we had no unrecognized income tax benefits. We file a consolidated federal income tax return including all of our U.S. subsidiaries with the Internal Revenue Service. We additionally file income tax returns with various state, local, and foreign tax agencies. Our income tax returns are subject to audit by various taxing authorities and are currently under examination for the years 2014 through 2018. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock As of June 30, 2020 and December 31, 2019, there were 54,897,926 and 56,219,831 shares of our common stock outstanding, respectively. During the three months ended June 30, 2020 and 2019, we issued 60,155 and 44,514 shares of common stock, respectively. During the six months ended June 30, 2020 and 2019, we issued 161,850 and 145,461 shares of common stock, respectively. These shares were issued primarily upon: (a) the satisfaction of required conditions under certain of our share-based compensation plans, (b) the purchase of common stock pursuant to our employee stock purchase plan, and (c) the exercise of stock options. We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.08 per share. In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock. Subsequently, the Board has from time to time increased the amount of our common stock that we may repurchase under such program. Since the inception of the repurchase program, the Board has authorized us to repurchase up to $1.15 billion of our outstanding common stock. During the first half of 2020, we repurchased approximately 1.5 million shares of our common stock for approximately $99.0 million. Since the inception of the repurchase program through June 30, 2020, we have repurchased approximately 17.4 million shares of our common stock for approximately $890.5 million. As of June 30, 2020, there remained authorization for us to repurchase approximately $259.5 million of our shares. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of common stock, and may be suspended, recommenced, or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our 2020 Credit Agreement placing limitations on such repurchases. The repurchase program has been and will be funded from our operations. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the UK Plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under such plan. We also sponsor three domestic retirement plans in which participation by new individuals is frozen. Components of Net Periodic Pension Cost The components of net periodic pension cost (income) of the UK Plan for the three and six months ended June 30, 2020 and 2019 were as follows (in thousands): For the three months ended For the six months ended 2020 2019 2020 2019 Interest cost $ 1,556 $ 2,004 $ 3,152 $ 4,043 Expected return on plan assets (2,922) (3,064) (5,919) (6,180) Amortization of unrecognized loss 581 590 1,176 1,190 Net periodic pension cost (income) $ (785) $ (470) $ (1,591) $ (947) The net periodic pension cost associated with the domestic plans was approximately $0.1 million for each of the three and six months ended June 30, 2020 and 2019. Employer Contributions For the six months ended June 30, 2020, our United Kingdom subsidiary contributed approximately $2.1 million to the UK Plan and anticipates contributing an additional $2.4 million during the remainder of 2020. Contributions to the domestic plans were approximately $0.1 million for the six months ended June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Government Contracts As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, fines, penalties and compensatory and treble damages, and possible suspension or debarment from doing business with the government. Based on currently available information, we believe the outcome of ongoing government disputes and investigations will not have a material impact on our financial position, results of operations or liquidity. Computer System Attack On February 15, 2020, we became aware on an infiltration and encryption of portions of our information technology network. This attack temporarily disrupted our use of the impacted systems. As part of our investigation into this incident, we engaged outside security experts, who did not identify any exfiltration of customer or employee data or any inappropriate access to our accounting or finance systems. The Company maintains insurance coverage for these types of incidents; such policies, however, may not completely provide coverage for, or completely offset the costs of, this infiltration. Legal Proceedings We are involved in several legal proceedings in which damages and claims have been asserted against us. We believe that we have a number of valid defenses to such proceedings and claims and intend to vigorously defend ourselves. We do not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. We record a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined. We provide disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision. Significant judgment is required in these determinations. As additional information becomes available, we reassess prior determinations and may change our estimates. Additional claims may be asserted against us in the future. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance. It is possible that a litigation matter for which liabilities have not been recorded could be decided unfavorably to us, and that any such unfavorable decision could have a material adverse effect on our financial position, results of operations or liquidity. NOTE 13 Commitments and Contingencies - (Continued) Restructuring expenses The table below summarizes restructuring activity by reportable segment during the six months ended June 30, 2020 and 2019 (in thousands): United States United States building services segment Corporate administration Total Balance at December 31, 2018 $ 30 $ 176 $ 1,424 $ 1,630 Charges — 448 — 448 Payments (30) (584) (723) (1,337) Balance at June 30, 2019 $ — $ 40 $ 701 $ 741 Balance at December 31, 2019 $ 445 $ 412 $ 701 $ 1,558 Charges — 69 — 69 Payments (139) (481) (355) (975) Balance at June 30, 2020 $ 306 $ — $ 346 $ 652 As of June 30, 2020, the balance of restructuring obligations yet to be paid was approximately $0.7 million. Such remaining amounts will be paid pursuant to our contractual obligations throughout 2020 and 2021. Based on current plans in place, no material expenses in connection with restructuring are expected to be incurred during the remainder of 2020. |
Additional Cash Flow
Additional Cash Flow | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Additional Cash Flow Information | Additional Cash Flow Information The following table presents additional cash flow information for the six months ended June 30, 2020 and 2019 (in thousands): For the six months ended 2020 2019 Cash paid for: Interest $ 4,885 $ 6,432 Income taxes $ 10,953 $ 65,799 Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,267 $ 43,431 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,496 $ 5,753 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationWe have the following reportable segments: (a) United States electrical construction and facilities services (involving systems for electrical power transmission and distribution; premises electrical and lighting systems; process instrumentation in the refining, chemical processing, food processing, and mining industries; low-voltage systems, such as fire alarm, security, and process control; voice and data communication; roadway and transit lighting; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration, and clean-room process ventilation; fire protection; plumbing, process, and high-purity piping; controls and filtration; water and wastewater treatment; central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services. The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility maintenance and services, including reception, security, and catering services; outage services to utilities and industrial plants; military base operations support services; mobile mechanical maintenance and services, including maintenance and service of mechanical, electrical, plumbing, and building automation systems; floor care and janitorial services; landscaping, lot sweeping, and snow removal; facilities management; vendor management; call center services; installation and support for building systems; program development, management and maintenance for energy systems; technical consulting and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects, which NOTE 15 Segment Information - (Continued) services are not generally related to customers’ construction programs. The “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services for refineries, petrochemical plants, and other customers within the oil and gas industry. Services of this segment include refinery turnaround planning and engineering; specialty welding; overhaul and maintenance of critical process units; specialty technical services; on-site repairs, maintenance and service of heat exchangers, towers, vessels, and piping; and design, manufacturing, repair, and hydro blast cleaning of shell and tube heat exchangers and related equipment. The following tables present financial information for each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended 2020 2019 Revenues from unrelated entities: United States electrical construction and facilities services $ 445,881 $ 569,402 United States mechanical construction and facilities services 790,441 823,086 United States building services 472,416 523,698 United States industrial services 212,166 295,460 Total United States operations 1,920,904 2,211,646 United Kingdom building services 93,117 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 Total revenues: United States electrical construction and facilities services $ 446,912 $ 570,077 United States mechanical construction and facilities services 793,040 827,952 United States building services 493,450 541,911 United States industrial services 213,868 302,977 Less intersegment revenues (26,366) (31,271) Total United States operations 1,920,904 2,211,646 United Kingdom building services 93,117 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 NOTE 15 Segment Information - (Continued) For the six months ended 2020 2019 Revenues from unrelated entities: United States electrical construction and facilities services $ 971,110 $ 1,097,472 United States mechanical construction and facilities services 1,624,553 1,575,495 United States building services 990,499 1,035,777 United States industrial services 522,197 554,105 Total United States operations 4,108,359 4,262,849 United Kingdom building services 205,494 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 Total revenues: United States electrical construction and facilities services $ 973,157 $ 1,099,059 United States mechanical construction and facilities services 1,631,844 1,587,716 United States building services 1,025,927 1,072,507 United States industrial services 530,098 562,252 Less intersegment revenues (52,667) (58,685) Total United States operations 4,108,359 4,262,849 United Kingdom building services 205,494 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 For the three months ended 2020 2019 Operating income (loss): United States electrical construction and facilities services $ 32,184 $ 43,799 United States mechanical construction and facilities services 66,937 53,954 United States building services 26,378 28,001 United States industrial services 2,961 16,012 Total United States operations 128,460 141,766 United Kingdom building services 5,351 5,476 Corporate administration (23,699) (27,110) Restructuring expenses — (173) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750) — Total worldwide operations (122,638) 119,959 Other corporate items: Net periodic pension (cost) income 718 400 Interest expense, net (2,110) (3,231) (Loss) income before income taxes $ (124,030) $ 117,128 NOTE 15 Segment Information - (Continued) For the six months ended 2020 2019 Operating income (loss): United States electrical construction and facilities services $ 76,087 $ 86,750 United States mechanical construction and facilities services 112,108 94,939 United States building services 47,216 55,484 United States industrial services 15,218 25,648 Total United States operations 250,629 262,821 United Kingdom building services 11,115 9,617 Corporate administration (45,568) (49,721) Restructuring expenses (69) (448) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750) — Total worldwide operations (16,643) 222,269 Other corporate items: Net periodic pension (cost) income 1,460 806 Interest expense, net (4,598) (6,054) (Loss) income before income taxes $ (19,781) $ 217,021 June 30, December 31, Total assets: United States electrical construction and facilities services $ 752,725 $ 834,802 United States mechanical construction and facilities services 1,513,504 1,536,325 United States building services 969,503 996,664 United States industrial services 636,635 829,793 Total United States operations 3,872,367 4,197,584 United Kingdom building services 190,514 181,147 Corporate administration 527,542 451,627 Total worldwide operations $ 4,590,423 $ 4,830,358 |
New Accounting Pronouncements (
New Accounting Pronouncements (Policy) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Allowance for credit losses | A considerable amount of judgment is required in determining expected credit losses. Credit losses are recorded when we believe a customer, or group of customers, may not be able to meet their financial obligations due to deterioration in financial condition or credit rating. Relevant factors include our prior collection history with our customers, the related aging of past due balances, projections of credit losses based on historical trends in credit quality indicators or past events, and forecasts of future economic conditions. In addition to monitoring delinquent accounts, management reviews the credit quality of its receivables by, among other things, obtaining credit ratings of significant customers, assessing economic and market conditions, and evaluating material changes to a customer’s business, cash flows, and financial condition. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Policy) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the following five step model: (1) Identify the contract with a customer A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectibility of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectibility of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer. (2) Identify the performance obligations in the contract At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract. In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry. Our contracts are often modified through change orders to account for changes in the scope and price of the goods or services we are providing. Although the Company evaluates each change order to determine whether such modification creates a separate performance obligation, the majority of our change orders are for goods or services that are not distinct within the context of our original contract, and therefore, are not treated as separate performance obligations. (3) Determine the transaction price The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability-weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current, and estimates of future performance. The expected value method is typically utilized in situations where a contract contains a large number of possible outcomes while the most likely amount method is typically utilized in situations where a contract has only two possible outcomes. NOTE 3 Revenue from Contracts with Customers - (Continued) Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts. Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment of and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied. Contract claims are another form of variable consideration which is common within our industry. Claim amounts represent revenue that has been recognized for contract modifications that are not submitted or are in dispute as to both scope and price. In estimating the transaction price for claims, the Company considers all relevant facts available. However, given the uncertainty surrounding claims, including the potential long-term nature of dispute resolution and the broad range of possible consideration amounts, there is an increased likelihood that any additional contract revenue associated with contract claims is constrained. The resolution of claims involves negotiations and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims, such litigation costs are expensed as incurred, although we may seek to recover these costs. For some transactions, the receipt of consideration does not match the timing of the transfer of goods or services to the customer. For such contracts, the Company evaluates whether this timing difference represents a financing arrangement within the contract. Although rare, if a contract is determined to contain a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time value of money when determining the transaction price of such contract. Although our customers may retain a portion of the contract price until completion of the project and final contract settlement, these retainage amounts are not considered a significant financing component as the intent of the withheld amounts is to provide the customer with assurance that we will complete our obligations under the contract rather than to provide financing to the customer. In addition, although we may be entitled to advanced payments from our customers on certain contracts, these advanced payments generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract. Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. For the three and six months ended June 30, 2020 and 2019, there were no significant amounts of revenue recognized during the period related to performance obligations satisfied in prior periods. In addition, for the three and six months ended June 30, 2020 and 2019, there were no significant reversals of revenue recognized associated with the revision of transaction prices. (4) Allocate the transaction price to performance obligations in the contract For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation. NOTE 3 Revenue from Contracts with Customers - (Continued) (5) Recognize revenue as performance obligations are satisfied The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided. For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls as it is created or enhanced. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. For our unit price construction contracts, progress towards complete satisfaction is measured through an output method, such as the amount of units produced or delivered, when our performance does not produce significant amounts of work in process or finished goods prior to complete satisfaction of such performance obligations. For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term. The timing of revenue recognition for the manufacturing of new build heat exchangers within our United States industrial services segment depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts for which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. For these performance obligations, we use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer. For bill-and-hold arrangements, revenue is recognized when the customer obtains control of the heat exchanger, which may be prior to shipping, if certain recognition criteria are met. For certain of our revenue streams, such as call-out repair and service work, outage services, refinery turnarounds, and specialty welding services that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date. |
Fair Value Measurements (Policy
Fair Value Measurements (Policy) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | For disclosure purposes, we utilize a fair value hierarchy to categorize qualifying assets and liabilities into three broad levels based on the priority of the inputs used to determine their fair values. The hierarchy, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs, is comprised of the following three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 – Observable inputs, other than Level 1 inputs, that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Unobservable inputs that reflect the reporting entity’s own assumptions. |
New Accounting Pronouncements_2
New Accounting Pronouncements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounts Receivable, Allowance for Credit Losses | The change in the allowance for credit losses for the six months ended June 30, 2020 was as follows (in thousands): Balance at December 31, 2019 $ 14,466 Cumulative-effect adjustment 3,150 Provision for credit losses 4,957 Amounts written off against the allowance (1,597) Balance at June 30, 2020 $ 20,976 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | The following tables provide further disaggregation of our revenues by categories we use to evaluate our financial performance within each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended June 30, 2020 % of 2019 % of United States electrical construction and facilities services: Commercial market sector $ 215,285 48 % $ 286,290 50 % Institutional market sector 34,341 8 % 31,596 5 % Hospitality market sector 4,899 1 % 2,846 1 % Manufacturing market sector 84,253 19 % 118,157 21 % Healthcare market sector 17,696 4 % 21,409 4 % Transportation market sector 47,966 10 % 51,655 9 % Water and wastewater market sector 1,907 1 % 4,618 1 % Short duration projects (1) 30,176 7 % 41,447 7 % Service work 10,193 2 % 12,003 2 % 446,716 570,021 Less intersegment revenues (835) (619) Total segment revenues $ 445,881 $ 569,402 For the three months ended June 30, 2020 % of 2019 % of United States mechanical construction and facilities services: Commercial market sector $ 273,434 35 % $ 299,448 36 % Institutional market sector 99,829 13 % 76,674 9 % Hospitality market sector 9,098 1 % 8,271 1 % Manufacturing market sector 100,608 13 % 137,891 17 % Healthcare market sector 80,528 10 % 74,653 9 % Transportation market sector 19,669 2 % 9,291 1 % Water and wastewater market sector 45,606 6 % 45,537 6 % Short duration projects (1) 73,955 9 % 81,168 10 % Service work 88,684 11 % 92,432 11 % 791,411 825,365 Less intersegment revenues (970) (2,279) Total segment revenues $ 790,441 $ 823,086 ________ (1) Represents those projects which generally are completed within three months or less. NOTE 3 Revenue from Contracts with Customers - (Continued) For the three months ended June 30, 2020 % of 2019 % of United States building services: Commercial site-based services $ 132,078 28 % $ 130,921 25 % Government site-based services 38,419 8 % 42,787 8 % Mobile mechanical services 282,965 60 % 312,822 60 % Energy services 18,954 4 % 37,168 7 % Total segment revenues $ 472,416 $ 523,698 For the three months ended June 30, 2020 % of 2019 % of United States industrial services: Field services $ 177,361 84 % $ 252,849 86 % Shop services 34,805 16 % 42,611 14 % Total segment revenues $ 212,166 $ 295,460 Total United States operations $ 1,920,904 $ 2,211,646 For the three months ended June 30, 2020 % of 2019 % of United Kingdom building services: Service work $ 51,139 55 % $ 56,829 50 % Project work 41,978 45 % 55,727 50 % Total segment revenues $ 93,117 $ 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 For the six months ended June 30, 2020 % of 2019 % of United States electrical construction and facilities services: Commercial market sector $ 458,126 47 % $ 555,731 51 % Institutional market sector 75,859 8 % 53,941 5 % Hospitality market sector 9,981 1 % 9,687 1 % Manufacturing market sector 204,625 21 % 216,960 20 % Healthcare market sector 38,342 4 % 39,024 3 % Transportation market sector 92,146 9 % 109,794 10 % Water and wastewater market sector 4,236 1 % 10,633 1 % Short duration projects (1) 62,897 6 % 81,856 7 % Service work 26,489 3 % 21,265 2 % 972,701 1,098,891 Less intersegment revenues (1,591) (1,419) Total segment revenues $ 971,110 $ 1,097,472 ________ (1) Represents those projects which generally are completed within three months or less. NOTE 3 Revenue from Contracts with Customers - (Continued) For the six months ended June 30, 2020 % of 2019 % of United States mechanical construction and facilities services: Commercial market sector $ 578,124 36 % $ 581,310 37 % Institutional market sector 176,826 11 % 137,957 9 % Hospitality market sector 16,812 1 % 21,919 1 % Manufacturing market sector 216,190 13 % 236,654 15 % Healthcare market sector 168,587 10 % 136,027 9 % Transportation market sector 34,015 2 % 15,025 1 % Water and wastewater market sector 86,119 5 % 88,748 6 % Short duration projects (1) 171,157 11 % 181,104 11 % Service work 179,577 11 % 181,898 11 % 1,627,407 1,580,642 Less intersegment revenues (2,854) (5,147) Total segment revenues $ 1,624,553 $ 1,575,495 ________ (1) Represents those projects which generally are completed within three months or less. For the six months ended June 30, 2020 % of 2019 % of United States building services: Commercial site-based services $ 275,516 28 % $ 286,899 28 % Government site-based services 81,336 8 % 91,578 9 % Mobile mechanical services 586,356 59 % 586,988 56 % Energy services 47,291 5 % 70,312 7 % Total segment revenues $ 990,499 $ 1,035,777 For the six months ended June 30, 2020 % of 2019 % of United States industrial services: Field services $ 447,117 86 % $ 469,619 85 % Shop services 75,080 14 % 84,486 15 % Total segment revenues $ 522,197 $ 554,105 Total United States operations $ 4,108,359 $ 4,262,849 For the six months ended June 30, 2020 % of 2019 % of United Kingdom building services: Service work $ 106,245 52 % $ 111,463 51 % Project work 99,249 48 % 108,618 49 % Total segment revenues $ 205,494 $ 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 |
Contract Assets and Contract Liabilities | Net contract liabilities consisted of the following as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 December 31, 2019 Contract assets, current $ 171,389 $ 177,830 Contract assets, non-current — — Contract liabilities, current (655,298) (623,642) Contract liabilities, non-current (2,066) (2,142) Net contract liabilities $ (485,975) $ (447,954) |
Remaining Performance Obligations | The following table presents the transaction price allocated to remaining unsatisfied performance obligations (“remaining performance obligations”) for each of our reportable segments and their respective percentages of total remaining performance obligations as of June 30, 2020 (in thousands, except for percentages): June 30, 2020 % of Total Remaining performance obligations: United States electrical construction and facilities services $ 1,013,389 22 % United States mechanical construction and facilities services 2,806,213 61 % United States building services 524,617 12 % United States industrial services 102,682 2 % Total United States operations 4,446,901 97 % United Kingdom building services 144,074 3 % Total worldwide operations $ 4,590,975 100 % |
Remaining Performance Obligations, Expected Timing of Satisfaction | Refer to the table below for additional information regarding our remaining performance obligations, including an estimate of when we expect to recognize such remaining performance obligations as revenue (in thousands): Within one year Greater than one year Remaining performance obligations: United States electrical construction and facilities services $ 836,537 $ 176,852 United States mechanical construction and facilities services 2,145,366 660,847 United States building services 503,843 20,774 United States industrial services 102,682 — Total United States operations 3,588,428 858,473 United Kingdom building services 110,874 33,200 Total worldwide operations $ 3,699,302 $ 891,673 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Calculation Of Basic And Diluted (Loss) Earnings Per Common Share | The following tables summarize our calculation of Basic and Diluted (Loss) Earnings per Common Share (“EPS”) for the three and six months ended June 30, 2020 and 2019 (in thousands, except share and per share data): For the three months ended 2020 2019 Numerator: Net (loss) income available to common stockholders $ (83,689) $ 83,972 Denominator: Weighted average shares outstanding used to compute basic (loss) earnings per common share 54,937,038 56,181,864 Effect of dilutive securities—Share-based awards — 317,650 Shares used to compute diluted (loss) earnings per common share 54,937,038 56,499,514 Basic (loss) earnings per common share $ (1.52) $ 1.49 Diluted (loss) earnings per common share $ (1.52) $ 1.49 For the six months ended 2020 2019 Numerator: Net (loss) income available to common stockholders $ (8,024) $ 156,382 Denominator: Weighted average shares outstanding used to compute basic (loss) earnings per common share 55,467,799 56,175,219 Effect of dilutive securities—Share-based awards — 286,758 Shares used to compute diluted (loss) earnings per common share 55,467,799 56,461,977 Basic (loss) earnings per common share $ (0.14) $ 2.78 Diluted (loss) earnings per common share $ (0.14) $ 2.77 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Raw materials and construction materials $ 28,576 $ 31,365 Work in process 12,014 9,081 Inventories $ 40,590 $ 40,446 |
Goodwill, Identifiable Intang_2
Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by reportable segments were as follows during the six months ended June 30, 2020 (in thousands): United States United States United States United States Total Balance at December 31, 2019 $ 142,545 $ 299,220 $ 289,158 $ 332,988 $ 1,063,911 Acquisitions and purchase price adjustments — 419 942 — 1,361 Impairments — — — (225,500) (225,500) Balance at June 30, 2020 $ 142,545 $ 299,639 $ 290,100 $ 107,488 $ 839,772 |
Schedule of Intangible Assets | Identifiable intangible assets consist of the following as of June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Gross Accumulated Accumulated Total Contract backlog $ 66,945 $ (65,145) $ — $ 1,800 Developed technology/Vendor network 95,661 (62,575) — 33,086 Customer relationships 645,555 (300,590) (4,834) 340,131 Trade names (amortized) 31,348 (22,332) — 9,016 Trade names (unamortized) 251,440 — (58,933) 192,507 Total $ 1,090,949 $ (450,642) $ (63,767) 576,540 December 31, 2019 Gross Accumulated Accumulated Total Contract backlog $ 66,745 $ (61,651) $ — $ 5,094 Developed technology/Vendor network 95,661 (60,156) — 35,505 Customer relationships 644,755 (277,601) (4,834) 362,320 Trade names (amortized) 31,148 (21,830) — 9,318 Trade names (unamortized) 251,440 — (52,233) 199,207 Total $ 1,089,749 $ (421,238) $ (57,067) $ 611,444 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | Debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of June 30, 2020 and December 31, 2019 (in thousands): June 30, December 31, Revolving credit facility $ — $ 50,000 Term loan 300,000 254,431 Unamortized debt issuance costs (4,480) (1,879) Finance lease obligations 8,840 9,679 Total debt 304,360 312,231 Less: current maturities 10,234 18,092 Total long-term debt $ 294,126 $ 294,139 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Assets And Liabilities Carried At Fair Value Measured On A Recurring Basis | The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2020 and December 31, 2019 (in thousands): Assets at Fair Value as of June 30, 2020 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 481,391 $ — $ — $ 481,391 Restricted cash (2) 949 — — 949 Deferred compensation plan assets (3) 31,428 — — 31,428 Total $ 513,768 $ — $ — $ 513,768 Assets at Fair Value as of December 31, 2019 Asset Category Level 1 Level 2 Level 3 Total Cash and cash equivalents (1) $ 358,818 $ — $ — $ 358,818 Restricted cash (2) 1,102 — — 1,102 Deferred compensation plan assets (3) 30,295 — — 30,295 Total $ 390,215 $ — $ — $ 390,215 ________ (1) Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At June 30, 2020 and December 31, 2019, we had $193.3 million and $164.0 million, respectively, in money market funds. (2) Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts. (3) Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit) Provision | The following table presents our income tax (benefit) provision and our effective income tax rate for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): For the three months ended For the six months ended 2020 2019 2020 2019 Income tax (benefit) provision (40,341) 33,156 (11,757) 60,639 Effective income tax rate (32.5) % 28.3 % (59.4) % 27.9 % |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Components Of Net Periodic Pension Cost | The components of net periodic pension cost (income) of the UK Plan for the three and six months ended June 30, 2020 and 2019 were as follows (in thousands): For the three months ended For the six months ended 2020 2019 2020 2019 Interest cost $ 1,556 $ 2,004 $ 3,152 $ 4,043 Expected return on plan assets (2,922) (3,064) (5,919) (6,180) Amortization of unrecognized loss 581 590 1,176 1,190 Net periodic pension cost (income) $ (785) $ (470) $ (1,591) $ (947) |
Commitments and Contingencies R
Commitments and Contingencies Restructuring and Related Activities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The table below summarizes restructuring activity by reportable segment during the six months ended June 30, 2020 and 2019 (in thousands): United States United States building services segment Corporate administration Total Balance at December 31, 2018 $ 30 $ 176 $ 1,424 $ 1,630 Charges — 448 — 448 Payments (30) (584) (723) (1,337) Balance at June 30, 2019 $ — $ 40 $ 701 $ 741 Balance at December 31, 2019 $ 445 $ 412 $ 701 $ 1,558 Charges — 69 — 69 Payments (139) (481) (355) (975) Balance at June 30, 2020 $ 306 $ — $ 346 $ 652 |
Additional Cash Flow Informatio
Additional Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table presents additional cash flow information for the six months ended June 30, 2020 and 2019 (in thousands): For the six months ended 2020 2019 Cash paid for: Interest $ 4,885 $ 6,432 Income taxes $ 10,953 $ 65,799 Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,267 $ 43,431 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,496 $ 5,753 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Information by Reportable Segment | The following tables present financial information for each of our reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands): For the three months ended 2020 2019 Revenues from unrelated entities: United States electrical construction and facilities services $ 445,881 $ 569,402 United States mechanical construction and facilities services 790,441 823,086 United States building services 472,416 523,698 United States industrial services 212,166 295,460 Total United States operations 1,920,904 2,211,646 United Kingdom building services 93,117 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 Total revenues: United States electrical construction and facilities services $ 446,912 $ 570,077 United States mechanical construction and facilities services 793,040 827,952 United States building services 493,450 541,911 United States industrial services 213,868 302,977 Less intersegment revenues (26,366) (31,271) Total United States operations 1,920,904 2,211,646 United Kingdom building services 93,117 112,556 Total worldwide operations $ 2,014,021 $ 2,324,202 NOTE 15 Segment Information - (Continued) For the six months ended 2020 2019 Revenues from unrelated entities: United States electrical construction and facilities services $ 971,110 $ 1,097,472 United States mechanical construction and facilities services 1,624,553 1,575,495 United States building services 990,499 1,035,777 United States industrial services 522,197 554,105 Total United States operations 4,108,359 4,262,849 United Kingdom building services 205,494 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 Total revenues: United States electrical construction and facilities services $ 973,157 $ 1,099,059 United States mechanical construction and facilities services 1,631,844 1,587,716 United States building services 1,025,927 1,072,507 United States industrial services 530,098 562,252 Less intersegment revenues (52,667) (58,685) Total United States operations 4,108,359 4,262,849 United Kingdom building services 205,494 220,081 Total worldwide operations $ 4,313,853 $ 4,482,930 For the three months ended 2020 2019 Operating income (loss): United States electrical construction and facilities services $ 32,184 $ 43,799 United States mechanical construction and facilities services 66,937 53,954 United States building services 26,378 28,001 United States industrial services 2,961 16,012 Total United States operations 128,460 141,766 United Kingdom building services 5,351 5,476 Corporate administration (23,699) (27,110) Restructuring expenses — (173) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750) — Total worldwide operations (122,638) 119,959 Other corporate items: Net periodic pension (cost) income 718 400 Interest expense, net (2,110) (3,231) (Loss) income before income taxes $ (124,030) $ 117,128 NOTE 15 Segment Information - (Continued) For the six months ended 2020 2019 Operating income (loss): United States electrical construction and facilities services $ 76,087 $ 86,750 United States mechanical construction and facilities services 112,108 94,939 United States building services 47,216 55,484 United States industrial services 15,218 25,648 Total United States operations 250,629 262,821 United Kingdom building services 11,115 9,617 Corporate administration (45,568) (49,721) Restructuring expenses (69) (448) Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets (232,750) — Total worldwide operations (16,643) 222,269 Other corporate items: Net periodic pension (cost) income 1,460 806 Interest expense, net (4,598) (6,054) (Loss) income before income taxes $ (19,781) $ 217,021 June 30, December 31, Total assets: United States electrical construction and facilities services $ 752,725 $ 834,802 United States mechanical construction and facilities services 1,513,504 1,536,325 United States building services 969,503 996,664 United States industrial services 636,635 829,793 Total United States operations 3,872,367 4,197,584 United Kingdom building services 190,514 181,147 Corporate administration 527,542 451,627 Total worldwide operations $ 4,590,423 $ 4,830,358 |
New Accounting Pronouncements_3
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Cumulative effect on retained earnings, tax | $ 900 | ||
Allowance for credit losses | $ 20,976 | $ 14,466 | |
Accounting Standards Update 2016-13 [Member] | |||
Cumulative effect on retained earnings, net of tax | $ 2,300 |
New Accounting Pronouncements -
New Accounting Pronouncements -Schedule of Credit Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for credit losses, beginning balance | $ 14,466 | |
Provision for credit losses | 4,957 | $ 851 |
Amounts written off against the allowance | (1,597) | |
Allowance for credit losses, ending balance | 20,976 | |
Accounting Standards Update 2016-13 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Cumulative-effect adjustment | $ 3,150 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Performance obligation satisfied in previous period | $ 0 | $ 0 | $ 0 | $ 0 | |
Change in estimate of transaction price | 0 | 0 | 0 | 0 | |
Change in total estimated cost | 0 | 0 | 0 | 0 | |
Loss on contracts | 0 | $ 0 | 0 | $ 0 | |
Change in net contract liabilities | 38,000,000 | ||||
Contract asset impairment | 0 | $ 0 | |||
Remaining performance obligations | $ 4,590,975,000 | $ 4,590,975,000 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 2,014,021 | $ 2,324,202 | $ 4,313,853 | $ 4,482,930 | ||||
UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 1,920,904 | 2,211,646 | 4,108,359 | 4,262,849 | ||||
United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 445,881 | 569,402 | 971,110 | 1,097,472 | ||||
United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 790,441 | 823,086 | 1,624,553 | 1,575,495 | ||||
United States Building Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 472,416 | 523,698 | 990,499 | 1,035,777 | ||||
United States Industrial Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 212,166 | 295,460 | 522,197 | 554,105 | ||||
United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 93,117 | 112,556 | 205,494 | 220,081 | ||||
Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 446,716 | 570,021 | 972,701 | 1,098,891 | ||||
Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | 791,411 | 825,365 | 1,627,407 | 1,580,642 | ||||
Intersegment Eliminations [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | (835) | (619) | (1,591) | (1,419) | ||||
Intersegment Eliminations [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | (970) | (2,279) | (2,854) | (5,147) | ||||
Commercial Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 215,285 | $ 286,290 | $ 458,126 | $ 555,731 | ||||
Percent of individual segment | 48.00% | 50.00% | 47.00% | 51.00% | ||||
Commercial Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 273,434 | $ 299,448 | $ 578,124 | $ 581,310 | ||||
Percent of individual segment | 35.00% | 36.00% | 36.00% | 37.00% | ||||
Institutional Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 34,341 | $ 31,596 | $ 75,859 | $ 53,941 | ||||
Percent of individual segment | 8.00% | 5.00% | 8.00% | 5.00% | ||||
Institutional Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 99,829 | $ 76,674 | $ 176,826 | $ 137,957 | ||||
Percent of individual segment | 13.00% | 9.00% | 11.00% | 9.00% | ||||
Hospitality Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 4,899 | $ 2,846 | $ 9,981 | $ 9,687 | ||||
Percent of individual segment | 1.00% | 1.00% | 1.00% | 1.00% | ||||
Hospitality Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 9,098 | $ 8,271 | $ 16,812 | $ 21,919 | ||||
Percent of individual segment | 1.00% | 1.00% | 1.00% | 1.00% | ||||
Manufacturing Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 84,253 | $ 118,157 | $ 204,625 | $ 216,960 | ||||
Percent of individual segment | 19.00% | 21.00% | 21.00% | 20.00% | ||||
Manufacturing Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 100,608 | $ 137,891 | $ 216,190 | $ 236,654 | ||||
Percent of individual segment | 13.00% | 17.00% | 13.00% | 15.00% | ||||
Healthcare Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 17,696 | $ 21,409 | $ 38,342 | $ 39,024 | ||||
Percent of individual segment | 4.00% | 4.00% | 4.00% | 3.00% | ||||
Healthcare Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 80,528 | $ 74,653 | $ 168,587 | $ 136,027 | ||||
Percent of individual segment | 10.00% | 9.00% | 10.00% | 9.00% | ||||
Transportation Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 47,966 | $ 51,655 | $ 92,146 | $ 109,794 | ||||
Percent of individual segment | 10.00% | 9.00% | 9.00% | 10.00% | ||||
Transportation Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 19,669 | $ 9,291 | $ 34,015 | $ 15,025 | ||||
Percent of individual segment | 2.00% | 1.00% | 2.00% | 1.00% | ||||
Water and Wastewater Market Sector [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 1,907 | $ 4,618 | $ 4,236 | $ 10,633 | ||||
Percent of individual segment | 1.00% | 1.00% | 1.00% | 1.00% | ||||
Water and Wastewater Market Sector [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 45,606 | $ 45,537 | $ 86,119 | $ 88,748 | ||||
Percent of individual segment | 6.00% | 6.00% | 5.00% | 6.00% | ||||
Short Duration Projects [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 30,176 | [1] | $ 41,447 | [1] | $ 62,897 | [2] | $ 81,856 | [2] |
Percent of individual segment | 7.00% | 7.00% | 6.00% | 7.00% | ||||
Short Duration Projects [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 73,955 | [1] | $ 81,168 | [1] | $ 171,157 | [2] | $ 181,104 | [2] |
Percent of individual segment | 9.00% | 10.00% | 11.00% | 11.00% | ||||
Service Work [Member] | United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 51,139 | $ 56,829 | $ 106,245 | $ 111,463 | ||||
Percent of individual segment | 55.00% | 50.00% | 52.00% | 51.00% | ||||
Service Work [Member] | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 10,193 | $ 12,003 | $ 26,489 | $ 21,265 | ||||
Percent of individual segment | 2.00% | 2.00% | 3.00% | 2.00% | ||||
Service Work [Member] | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 88,684 | $ 92,432 | $ 179,577 | $ 181,898 | ||||
Percent of individual segment | 11.00% | 11.00% | 11.00% | 11.00% | ||||
Commercial Site-Based Services [Member] | United States Building Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 132,078 | $ 130,921 | $ 275,516 | $ 286,899 | ||||
Percent of individual segment | 28.00% | 25.00% | 28.00% | 28.00% | ||||
Government Site-Based Services [Member] | United States Building Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 38,419 | $ 42,787 | $ 81,336 | $ 91,578 | ||||
Percent of individual segment | 8.00% | 8.00% | 8.00% | 9.00% | ||||
Mobile Mechanical Services [Member] | United States Building Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 282,965 | $ 312,822 | $ 586,356 | $ 586,988 | ||||
Percent of individual segment | 60.00% | 60.00% | 59.00% | 56.00% | ||||
Energy Services [Member] | United States Building Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 18,954 | $ 37,168 | $ 47,291 | $ 70,312 | ||||
Percent of individual segment | 4.00% | 7.00% | 5.00% | 7.00% | ||||
Field Services [Member] | United States Industrial Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 177,361 | $ 252,849 | $ 447,117 | $ 469,619 | ||||
Percent of individual segment | 84.00% | 86.00% | 86.00% | 85.00% | ||||
Shop Services [Member] | United States Industrial Services [Member] | UNITED STATES | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 34,805 | $ 42,611 | $ 75,080 | $ 84,486 | ||||
Percent of individual segment | 16.00% | 14.00% | 14.00% | 15.00% | ||||
Project Work [Member] | United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenues | $ 41,978 | $ 55,727 | $ 99,249 | $ 108,618 | ||||
Percent of individual segment | 45.00% | 50.00% | 48.00% | 49.00% | ||||
[1] | Represents those projects which generally are completed within three months or less. | |||||||
[2] | Represents those projects which generally are completed within three months or less. |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets, current | $ 171,389 | $ 177,830 |
Contract assets, non-current | 0 | 0 |
Contract liabilities, current | (655,298) | (623,642) |
Contract liabilities, non-current | (2,066) | (2,142) |
Net contract liabilities | $ (485,975) | $ (447,954) |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Schedule of Revenue, Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 4,590,975 |
Remaining performance obligations, percent | 100.00% |
UNITED STATES | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 4,446,901 |
Remaining performance obligations, percent | 97.00% |
UNITED STATES | United States Electrical Construction And Facilities Services [Member] | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 1,013,389 |
Remaining performance obligations, percent | 22.00% |
UNITED STATES | United States Mechanical Construction And Facilities Services [Member] | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 2,806,213 |
Remaining performance obligations, percent | 61.00% |
UNITED STATES | United States Building Services [Member] | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 524,617 |
Remaining performance obligations, percent | 12.00% |
UNITED STATES | United States Industrial Services [Member] | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 102,682 |
Remaining performance obligations, percent | 2.00% |
UNITED KINGDOM | United Kingdom Building Services [Member] [Member] | |
Schedule of Remaining Performance Obligations [Line Items] | |
Remaining performance obligations | $ 144,074 |
Remaining performance obligations, percent | 3.00% |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Schedule of Revenue. Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 4,590,975 |
UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 4,446,901 |
United States Electrical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 1,013,389 |
United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 2,806,213 |
United States Building Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 524,617 |
United States Industrial Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 102,682 |
United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 144,074 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 3,699,302 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 3,588,428 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 836,537 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 2,145,366 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | United States Building Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 503,843 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | United States Industrial Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 102,682 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Remaining performance obligations | $ 110,874 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 891,673 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 858,473 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | United States Electrical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 176,852 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | United States Mechanical Construction And Facilities Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 660,847 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | United States Building Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 20,774 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | United States Industrial Services [Member] | UNITED STATES | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | United Kingdom Building Services [Member] [Member] | UNITED KINGDOM | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | |
Remaining performance obligations | $ 33,200 |
Acquisitions Of Businesses (Det
Acquisitions Of Businesses (Details) $ in Thousands | Jan. 02, 2020Company | Nov. 01, 2019USD ($)Company | Oct. 31, 2019Company | Sep. 16, 2019Company | Aug. 01, 2019Company | May 10, 2019Company | Apr. 01, 2019Company | Jan. 04, 2019Company | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,063,911 | $ 839,772 | ||||||||
Number of businesses acquired | Company | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||
BKI [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Purchase price | $ 220,300 | |||||||||
Working capital acquired | 29,800 | |||||||||
Other net assets | 4,900 | |||||||||
Goodwill | 43,900 | |||||||||
Identifiable intangible assets | $ 141,700 | |||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years 6 months | |||||||||
2019 Acquisitions, excluding BKI | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 85,400 | |||||||||
Working capital acquired | 25,300 | |||||||||
Other net assets | 1,300 | |||||||||
Goodwill | 29,200 | |||||||||
Identifiable intangible assets | $ 29,600 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator | ||||
Net (loss) income available to common stockholders (in US dollars) | $ (83,689) | $ 83,972 | $ (8,024) | $ 156,382 |
Denominator | ||||
Weighted average shares outstanding used to compute basic (loss) earnings per common share (in shares) | 54,937,038 | 56,181,864 | 55,467,799 | 56,175,219 |
Effect of dilutive securities-Share-based awards (in shares) | 0 | 317,650 | 0 | 286,758 |
Shares used to compute diluted (loss) earnings per common share (in shares) | 54,937,038 | 56,499,514 | 55,467,799 | 56,461,977 |
Basic (loss) earnings per common share (in US dollars per share) | $ (1.52) | $ 1.49 | $ (0.14) | $ 2.78 |
Diluted (loss) earnings per common share (in US dollars per share) | $ (1.52) | $ 1.49 | $ (0.14) | $ 2.77 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive share-based awards excluded from calculation of diluted earnings per share (in shares) | 197,470 | 0 | 200,538 | 25,061 |
Assuming dilution, anti-dilutive share-based awards excluded from calculation of diluted earnings per share (in shares) | 94,355 | 94,355 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and construction materials | $ 28,576 | $ 31,365 |
Work in process | 12,014 | 9,081 |
Inventories | $ 40,590 | $ 40,446 |
Goodwill, Identifiable Intang_3
Goodwill, Identifiable Intangible Assets, and Other Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets [Line Items] | ||||
Non-cash goodwill impairment charge | $ 225,500 | |||
Non-cash expense for impairment of intangible and tangible assets, excluding goodwill | $ 7,300 | |||
Amortization of identifiable intangible assets | 14,700 | $ 11,600 | 29,404 | $ 23,169 |
United States Industrial Services [Member] | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Non-cash goodwill impairment charge | 225,500 | $ 225,500 | ||
Weighted average cost of capital used for impairment testing | 12.00% | |||
Perpetual growth rate used for impairment testing | 2.00% | |||
Goodwill Impairment Testing, Effect of Fifty Basis Point Increase in the Weighted Average Costs of Capital | $ 22,900 | |||
Goodwill Impairment, Testing Effect of Fifty Basis Point Decrease in the Perpetual Growth Rate | 9,000 | |||
Non-cash expense for impairment of intangible and tangible assets, excluding goodwill | 4,800 | |||
Non-cash expense for impairment of tangible assets | 600 | |||
United States Electrical Construction And Facilities Services [Member] | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Non-cash goodwill impairment charge | $ 0 | |||
Trade Names (Unamortized) | United States Industrial Services [Member] | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Non-cash expense for impairment of identifiable intangible assets | 4,200 | |||
Trade Names (Unamortized) | United States Electrical Construction And Facilities Services [Member] | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Non-cash expense for impairment of identifiable intangible assets | $ 2,500 |
- Schedule of Goodwill (Details
- Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 1,063,911 | |
Acquisitions and purchase price adjustments | 1,361 | |
Goodwill, impairments | (225,500) | |
Goodwill, Ending Balance | $ 839,772 | 839,772 |
United States Electrical Construction And Facilities Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 142,545 | |
Acquisitions and purchase price adjustments | 0 | |
Goodwill, impairments | 0 | |
Goodwill, Ending Balance | 142,545 | 142,545 |
United States Mechanical Construction And Facilities Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 299,220 | |
Acquisitions and purchase price adjustments | 419 | |
Goodwill, impairments | 0 | |
Goodwill, Ending Balance | 299,639 | 299,639 |
United States Building Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 289,158 | |
Acquisitions and purchase price adjustments | 942 | |
Goodwill, impairments | 0 | |
Goodwill, Ending Balance | 290,100 | 290,100 |
United States Industrial Services [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 332,988 | |
Acquisitions and purchase price adjustments | 0 | |
Goodwill, impairments | (225,500) | (225,500) |
Goodwill, Ending Balance | $ 107,488 | $ 107,488 |
- Schedule of Finite-Lived and
- Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (450,642) | $ (421,238) |
Gross Carrying Amount, Trade names (unamortized) | 251,440 | 251,440 |
Accumulated Impairment Charge, Trade names (unamortized) | (58,933) | (52,233) |
Total, Trade Names (unamortized) | 192,507 | 199,207 |
Gross Carrying Amount, Total | 1,090,949 | 1,089,749 |
Accumulated Impairment Charge, Total | (63,767) | (57,067) |
Total | 576,540 | 611,444 |
Contract backlog | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 66,945 | 66,745 |
Accumulated Amortization | (65,145) | (61,651) |
Accumulated Impairment Charge | 0 | 0 |
Total | 1,800 | 5,094 |
Developed technology/Vendor network | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,661 | 95,661 |
Accumulated Amortization | (62,575) | (60,156) |
Accumulated Impairment Charge | 0 | 0 |
Total | 33,086 | 35,505 |
Customer relationships | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 645,555 | 644,755 |
Accumulated Amortization | (300,590) | (277,601) |
Accumulated Impairment Charge | (4,834) | (4,834) |
Total | 340,131 | 362,320 |
Trade names (amortized) | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,348 | 31,148 |
Accumulated Amortization | (22,332) | (21,830) |
Accumulated Impairment Charge | 0 | 0 |
Total | $ 9,016 | $ 9,318 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Aug. 03, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 02, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||||||
Interest rate description | At the Company’s election, borrowings under the 2020 Credit Agreement bear interest at either: (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (0.18% at June 30, 2020) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (3.25% at June 30, 2020), (b) the federal funds effective rate, plus 1/2 of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%. The interest rate in effect at June 30, 2020 was 1.18%. Fees for letters of credit issued under the 2020 Revolving Credit Facility range from 0.75% to 1.75% of the respective face amounts of outstanding letters of credit, depending on the nature of the letter of credit, and are computed based on certain financial tests. | ||||||
Repayments of long-term debt (in US dollars) | $ 257,549,000 | $ 7,601,000 | |||||
Letters of credit outstanding (in US dollars) | 79,000,000 | $ 109,000,000 | |||||
Borrowings under revolving credit facility (in US dollars) | $ 0 | 50,000,000 | |||||
2016 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit agreement, initiation date | Aug. 3, 2016 | ||||||
2016 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings under revolving credit facility (in US dollars) | 50,000,000 | ||||||
2016 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Term Loan (in US dollars) | $ 400,000,000 | $ 254,431,000 | |||||
2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Expiration date of credit agreement | Mar. 2, 2025 | ||||||
Interest rate | 1.18% | ||||||
Debt issuance costs | $ 3,100,000 | ||||||
2020 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings under revolving credit facility (in US dollars) | 0 | ||||||
2020 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Term Loan (in US dollars) | $ 300,000,000 | $ 300,000,000 | |||||
Base Rate [Member] | Minimum [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.00% | ||||||
Base Rate [Member] | Maximum [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
Prime Rate, Bank of Montreal [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Commercial lending rate | 3.25% | ||||||
Credit Agreement Base Rate, Daily One Month LIBOR Rate [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Commercial lending rate | 0.18% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Credit Agreement Base Rate, Federal Funds Rate [Member] | 2016 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Credit Agreement, 0% Base Rate [Member] | 2020 Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.00% | ||||||
Revolving Credit Facility [Member] | 2016 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity (in US dollars) | $ 900,000,000 | ||||||
Revolving Credit Facility [Member] | 2020 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity (in US dollars) | $ 1,300,000,000 | ||||||
Increase in borrowing capacity (in US dollars) | $ 1,900,000,000 | ||||||
Letters of credit maximum borrowing capacity (in US dollars) | $ 400,000,000 | ||||||
Commitment fee percentage of unused amount | 0.10% | ||||||
Revolving Credit Facility [Member] | Minimum [Member] | 2020 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage of unused amount | 0.10% | ||||||
Letter of credit fees | 0.75% | ||||||
Revolving Credit Facility [Member] | Maximum [Member] | 2020 Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage of unused amount | 0.25% | ||||||
Letter of credit fees | 1.75% | ||||||
Subsequent Event | 2020 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan, annual principal payments (in US dollars) | $ 15,000,000 | $ 7,500,000 |
Debt (Schedule Of Debt) (Detail
Debt (Schedule Of Debt) (Details) - USD ($) | Jun. 30, 2020 | Mar. 02, 2020 | Dec. 31, 2019 | Aug. 03, 2016 |
Debt Instrument [Line Items] | ||||
Revolving credit facility | $ 0 | $ 50,000,000 | ||
Unamortized debt issuance costs | (4,480,000) | (1,879,000) | ||
Finance lease obligations | 8,840,000 | 9,679,000 | ||
Total debt | 304,360,000 | 312,231,000 | ||
Less: current maturities | 10,234,000 | 18,092,000 | ||
Total long-term debt | 294,126,000 | 294,139,000 | ||
2020 Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | 0 | |||
2020 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 300,000,000 | $ 300,000,000 | ||
2016 Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility | 50,000,000 | |||
2016 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 254,431,000 | $ 400,000,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Assets And Liabilities Carried At Fair Value Measured On A Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Restricted cash | $ 900 | $ 1,100 | $ 2,400 | $ 2,300 | |
Fair Value, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 481,391 | 358,818 | ||
Restricted cash | [2] | 949 | 1,102 | ||
Deferred compensation plan assets | [3] | 31,428 | 30,295 | ||
Total | 513,768 | 390,215 | |||
Fair Value, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 481,391 | 358,818 | ||
Restricted cash | [2] | 949 | 1,102 | ||
Deferred compensation plan assets | [3] | 31,428 | 30,295 | ||
Total | 513,768 | 390,215 | |||
Fair Value, Recurring [Member] | Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 0 | 0 | ||
Restricted cash | [2] | 0 | 0 | ||
Deferred compensation plan assets | [3] | 0 | 0 | ||
Total | 0 | 0 | |||
Fair Value, Recurring [Member] | Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 0 | 0 | ||
Restricted cash | [2] | 0 | 0 | ||
Deferred compensation plan assets | [3] | 0 | 0 | ||
Total | 0 | 0 | |||
Money Market Funds [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | $ 193,300 | $ 164,000 | |||
[1] | Cash and cash equivalents consist of deposit accounts and money market funds with original maturity dates of three months or less, which are Level 1 assets. At June 30, 2020 and December 31, 2019, we had $193.3 million and $164.0 million, respectively, in money market funds. | ||||
[2] | Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets. Restricted cash primarily represents cash held in account for use on customer contracts. | ||||
[3] | Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets | $ 232,750 | $ 0 | $ 232,750 | $ 0 | |
Federal income tax rate, percent | 21.00% | ||||
Unrecognized income tax benefits | $ 0 | $ 0 | $ 0 |
- Schedule of Income Tax (Benef
- Schedule of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax (benefit) provision | $ (40,341) | $ 33,156 | $ (11,757) | $ 60,639 |
Effective income tax rate | (32.50%) | 28.30% | (59.40%) | 27.90% |
Common Stock (Details)
Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 225 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock, outstanding | 54,897,926 | 54,897,926 | 54,897,926 | 56,219,831 | ||
Common stock, issued | 60,155 | 44,514 | 161,850 | 145,461 | ||
Common stock, dividend, per share | $ 0.08 | |||||
Number of shares repurchased | 1,500,000 | 17,400,000 | ||||
Stock repurchased (in US dollars) | $ 99,048,000 | $ 890,500,000 | ||||
Remaining authorized repurchase amount (in US dollars) | $ 259,500,000 | 259,500,000 | 259,500,000 | |||
RepurchaseProgramSep2011toJun2020 | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase, authorized amount (in US dollars) | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)plan | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)plan | Jun. 30, 2019USD ($) | |
UNITED STATES | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of plans | plan | 3 | 3 | ||
Contributions to defined benefit pension plans | $ 100,000 | |||
Net periodic pension cost (income) | $ 100,000 | $ 100,000 | 100,000 | $ 100,000 |
UK Plan | United Kingdom Subsidiary [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions to defined benefit pension plans | 2,100,000 | |||
Anticipated additional contribution | 2,400,000 | 2,400,000 | ||
Net periodic pension cost (income) | $ (785,000) | $ (470,000) | $ (1,591,000) | $ (947,000) |
Retirement Plans (Components Of
Retirement Plans (Components Of Net Periodic Pension Benefit Cost) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
UNITED STATES | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic pension cost (income) | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
UK Plan | United Kingdom Subsidiary [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 1,556,000 | 2,004,000 | 3,152,000 | 4,043,000 |
Expected return on plan assets | (2,922,000) | (3,064,000) | (5,919,000) | (6,180,000) |
Amortization of unrecognized loss | 581,000 | 590,000 | 1,176,000 | 1,190,000 |
Net periodic pension cost (income) | $ (785,000) | $ (470,000) | $ (1,591,000) | $ (947,000) |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Restructuring reserve | $ 652 | $ 1,558 | $ 741 | $ 1,630 |
Schedule of Restructuring Activ
Schedule of Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 652 | $ 741 | $ 652 | $ 741 | $ 1,558 | $ 1,630 |
Restructuring expenses | 0 | 173 | 69 | 448 | ||
Payments for restructuring | (975) | (1,337) | ||||
UNITED STATES | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 306 | 0 | 306 | 0 | 445 | 30 |
Restructuring expenses | 0 | 0 | ||||
Payments for restructuring | (139) | (30) | ||||
UNITED STATES | Operating Segments [Member] | United States Building Services [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | 0 | 40 | 0 | 40 | 412 | 176 |
Restructuring expenses | 69 | 448 | ||||
Payments for restructuring | (481) | (584) | ||||
UNITED STATES | Operating Segments [Member] | Corporate, Non-Segment [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 346 | $ 701 | 346 | 701 | $ 701 | $ 1,424 |
Restructuring expenses | 0 | 0 | ||||
Payments for restructuring | $ (355) | $ (723) |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for: | ||
Interest | $ 4,885 | $ 6,432 |
Income taxes | 10,953 | 65,799 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 25,267 | 43,431 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,496 | $ 5,753 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | $ 2,014,021 | $ 2,324,202 | $ 4,313,853 | $ 4,482,930 | |
Total revenues | 2,014,021 | 2,324,202 | 4,313,853 | 4,482,930 | |
Operating (loss) income | (122,638) | 119,959 | (16,643) | 222,269 | |
Restructuring expenses | 0 | (173) | (69) | (448) | |
Impairment loss on goodwill, identifiable intangible assets, and other long-lived assets | (232,750) | 0 | (232,750) | 0 | |
Net periodic pension (cost) income | 718 | 400 | 1,460 | 806 | |
Interest expense, net | (2,110) | (3,231) | (4,598) | (6,054) | |
(Loss) income before income taxes | (124,030) | 117,128 | (19,781) | 217,021 | |
Total assets | 4,590,423 | 4,590,423 | $ 4,830,358 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | (26,366) | (31,271) | (52,667) | (58,685) | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating (loss) income | (23,699) | (27,110) | (45,568) | (49,721) | |
Total assets | 527,542 | 527,542 | 451,627 | ||
UNITED STATES | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 1,920,904 | 2,211,646 | 4,108,359 | 4,262,849 | |
Total revenues | 1,920,904 | 2,211,646 | 4,108,359 | 4,262,849 | |
Operating (loss) income | 128,460 | 141,766 | 250,629 | 262,821 | |
Total assets | 3,872,367 | 3,872,367 | 4,197,584 | ||
UNITED STATES | United States Electrical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 445,881 | 569,402 | 971,110 | 1,097,472 | |
UNITED STATES | United States Mechanical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 790,441 | 823,086 | 1,624,553 | 1,575,495 | |
UNITED STATES | United States Building Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 472,416 | 523,698 | 990,499 | 1,035,777 | |
UNITED STATES | United States Industrial Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 212,166 | 295,460 | 522,197 | 554,105 | |
UNITED STATES | Operating Segments [Member] | United States Electrical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 446,716 | 570,021 | 972,701 | 1,098,891 | |
Total revenues | 446,912 | 570,077 | 973,157 | 1,099,059 | |
Operating (loss) income | 32,184 | 43,799 | 76,087 | 86,750 | |
Restructuring expenses | 0 | 0 | |||
Total assets | 752,725 | 752,725 | 834,802 | ||
UNITED STATES | Operating Segments [Member] | United States Mechanical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 791,411 | 825,365 | 1,627,407 | 1,580,642 | |
Total revenues | 793,040 | 827,952 | 1,631,844 | 1,587,716 | |
Operating (loss) income | 66,937 | 53,954 | 112,108 | 94,939 | |
Total assets | 1,513,504 | 1,513,504 | 1,536,325 | ||
UNITED STATES | Operating Segments [Member] | United States Building Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 493,450 | 541,911 | 1,025,927 | 1,072,507 | |
Operating (loss) income | 26,378 | 28,001 | 47,216 | 55,484 | |
Restructuring expenses | (69) | (448) | |||
Total assets | 969,503 | 969,503 | 996,664 | ||
UNITED STATES | Operating Segments [Member] | United States Industrial Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 213,868 | 302,977 | 530,098 | 562,252 | |
Operating (loss) income | 2,961 | 16,012 | 15,218 | 25,648 | |
Total assets | 636,635 | 636,635 | 829,793 | ||
UNITED STATES | Operating Segments [Member] | Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring expenses | 0 | 0 | |||
UNITED STATES | Intersegment Eliminations [Member] | United States Electrical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | (835) | (619) | (1,591) | (1,419) | |
UNITED STATES | Intersegment Eliminations [Member] | United States Mechanical Construction And Facilities Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | (970) | (2,279) | (2,854) | (5,147) | |
UNITED KINGDOM | United Kingdom Building Services [Member] [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from unrelated entities | 93,117 | 112,556 | 205,494 | 220,081 | |
UNITED KINGDOM | Operating Segments [Member] | United Kingdom Building Services [Member] [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 93,117 | 112,556 | 205,494 | 220,081 | |
Operating (loss) income | 5,351 | $ 5,476 | 11,115 | $ 9,617 | |
Total assets | $ 190,514 | $ 190,514 | $ 181,147 |