filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a)(1) | The following consolidated financial statements of EMCOR Group, Inc. and Subsidiaries are filed as part of this report under Part II, Item 8. Financial Statements and Supplementary Data: |
| Financial Statements: | |
| Consolidated Balance Sheets - December 31, 2019 and 2018 | |
| Consolidated Statements of Operations - Years Ended December 31, 2019, 2018, and 2017 | |
| Consolidated Statements Comprehensive Income - Years Ended December 31, 2019, 2018, and 2017 | |
| Consolidated Statements of Cash Flows - Years Ended December 31, 2019, 2018, and 2017 | |
| Consolidated Statements of Equity - Years Ended December 31, 2019, 2018, and 2017 | |
| Notes to Consolidated Financial Statements | |
| Reports of Independent Registered Public Accounting Firm | |
| (a)(2) | The following financial statement schedule is included in this Form 10-K report: Schedule II - Valuation and Qualifying Accounts |
| All other schedules are omitted because they are not required, are inapplicable, or the information is otherwise shown in the consolidated financial statements or notes thereto. | |
| (a)(3) | For the list of exhibits, see the Exhibit Index immediately following the signature page hereof, which Exhibit Index is incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 27, 2020
| EMCOR GROUP, INC. | |
| (Registrant) | |
| BY: | /s/ ANTHONY J. GUZZI |
| Anthony J. Guzzi | |
| Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 27, 2020.
| /S/ ANTHONY J. GUZZI | Chairman, President and Chief Executive Officer |
| Anthony J. Guzzi | (Principal Executive Officer) |
| /S/ MARK A. POMPA | Executive Vice President, Chief Financial Officer and Treasurer |
| Mark A. Pompa | (Principal Financial and Accounting Officer) |
| /S/ JOHN W. ALTMEYER | Director |
| John W. Altmeyer | |
| /S/ DAVID A. B. BROWN | Director |
| David A. B. Brown | |
| /S/ RICHARD F. HAMM, JR. | Director |
| Richard F. Hamm, Jr. | |
| /S/ DAVID H. LAIDLEY | Director |
| David H. Laidley | |
| /S/ CAROL P. LOWE | Director |
| Carol P. Lowe | |
| /S/ M. KEVIN MCEVOY | Director |
| M. Kevin McEvoy | |
| /S/ WILLIAM P. REID | Director |
| William P. Reid | |
| /s/ STEVEN B. SCHWARZWAELDER | Director |
| Steven B. Schwarzwaelder | |
| /S/ ROBIN WALKER-LEE | Director |
| Robin Walker-Lee |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
| Description | Balance at Beginning of Year | Costs and Expenses | Deductions (1) | Balance at End of Year | ||||||||||
| Allowance for doubtful accounts | ||||||||||||||
| Year Ended December 31, 2019 | $ | 15,361 | 2,628 | (3,523 | ) | $ | 14,466 | |||||||
| Year Ended December 31, 2018 | $ | 17,230 | 2,123 | (3,992 | ) | $ | 15,361 | |||||||
| Year Ended December 31, 2017 | $ | 12,252 | 7,264 | (2,286 | ) | $ | 17,230 |
| (1) | Deductions primarily represent uncollectible balances of accounts receivable written off, net of recoveries. |
EXHIBIT INDEX
| Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
| 2(a) | Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T. Robinson and Diana J. Robinson 2010 Irrevocable Trust, The Trustee of the Steven Rothbauer 2012 Descendant’s Trust, The Co-Trustees of the Patia Strickland 2012 Descendant’s Trust, The Co-Trustees of the Carter Strickland 2012 Descendant’s Trust, and The Co-Trustees of the Walton 2012 Grandchildren’s Trust (collectively, “Sellers”) and EMCOR Group, Inc. | Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013) | ||
| 3(a-1) | Restated Certificate of Incorporation of EMCOR filed December 15, 1994 | Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”) | ||
| 3(a-2) | Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form 10-K”) | ||
| 3(a-3) | Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”) | ||
| 3(a-4) | Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR | Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10-K”) | ||
| 3(a-5) | Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR | Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007 | ||
| 3(b) | Amended and Restated By-Laws and Amendments thereto | Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”) | ||
| 4(a) | Fifth Amended and Restated Credit Agreement dated as of August 3, 2016 by and among EMCOR Group, Inc. and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof (the “Credit Agreement”) | Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (“September 2016 Form 10-Q”) | ||
| 4(b) | Fifth Amended and Restated Security Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4(b) to the September 2016 Form 10-Q | ||
| 4(c) | Fifth Amended and Restated Pledge Agreement dated as of August 3, 2016 among EMCOR, certain of its U.S. subsidiaries, and Bank of Montreal, as Agent | Exhibit 4(c) to the September 2016 Form 10-Q | ||
| 4(d) | Fourth Amended and Restated Guaranty Agreement dated as of August 3, 2016 by certain of EMCOR’s U.S. subsidiaries in favor of Bank of Montreal, as Agent | Exhibit 4(d) to the September 2016 Form 10-Q |
EXHIBIT INDEX
| Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
| 10(a) | Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R. Kevin Matz and Mark A. Pompa | Exhibit 10.1 to the April 2005 Form 8-K | ||
| 10(b) | Form of Amendment to Severance Agreement between EMCOR and each of R. Kevin Matz and Mark A. Pompa | Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”) | ||
| 10(c) | Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”) | Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004) | ||
| 10(d) | Form of Confidentiality Agreement between Anthony Guzzi and EMCOR | Exhibit C to the Guzzi Letter Agreement | ||
| 10(e) | Form of Indemnification Agreement between EMCOR and each of its officers and directors | Exhibit F to the Guzzi Letter Agreement | ||
| 10(f-1) | Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR | Exhibit D to the Guzzi Letter Agreement | ||
| 10(f-2) | Amendment to Guzzi Severance Agreement | Exhibit 10(g-2) to the March 2007 Form 10-Q | ||
| 10(g-1) | Continuity Agreement dated as of June 22, 1998 between R. Kevin Matz and EMCOR (“Matz Continuity Agreement”) | Exhibit 10(f) to the June 1998 Form 10-Q | ||
| 10(g-2) | Amendment dated as of May 4, 1999 to Matz Continuity Agreement | Exhibit 10(m) to the June 1999 Form 10-Q | ||
| 10(g-3) | Amendment dated as of January 1, 2002 to Matz Continuity Agreement | Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”) | ||
| 10(g-4) | Amendment dated as of March 1, 2007 to Matz Continuity Agreement | Exhibit 10(n-4) to the March 2007 Form 10-Q | ||
| 10(h-1) | Continuity Agreement dated as of June 22, 1998 between Mark A. Pompa and EMCOR (“Pompa Continuity Agreement”) | Exhibit 10(g) to the June 1998 Form 10-Q | ||
| 10(h-2) | Amendment dated as of May 4, 1999 to Pompa Continuity Agreement | Exhibit 10(n) to the June 1999 Form 10-Q | ||
| 10(h-3) | Amendment dated as of January 1, 2002 to Pompa Continuity Agreement | Exhibit 10(p-3) to the March 2002 Form 10-Q | ||
| 10(h-4) | Amendment dated as of March 1, 2007 to Pompa Continuity Agreement | Exhibit 10(o-4) to the March 2007 Form 10-Q | ||
| 10(i-1) | Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”) | Exhibit E to the Guzzi Letter Agreement | ||
| 10(i-2) | Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement | Exhibit 10(p-2) to the March 2007 Form 10-Q | ||
| 10(i-3) | Amendment to Continuity Agreements and Severance Agreements with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”) |
EXHIBIT INDEX
| Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
| 10(j) | Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J. Guzzi, R. Kevin Matz and Mark A. Pompa | Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”) | ||
| 10(k-1) | Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio | Exhibit 10(l-1) to the September 2016 Form 10-Q | ||
| 10(k-2) | Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L. Mauricio (“Mauricio Continuity Agreement”) | Exhibit 10(l-2) to the September 2016 Form 10-Q | ||
| 10(k-3) | Amendment dated April 10, 2017 to Mauricio Continuity Agreement | Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 | ||
| 10(l-1) | EMCOR Group, Inc. Long-Term Incentive Plan (“LTIP”) | Exhibit 10 to Form 8-K (Date of Report December 15, 2005) | ||
| 10(l-2) | First Amendment to LTIP and updated Schedule A to LTIP | Exhibit 10(s-2) to 2008 Form 10-K | ||
| 10(l-3) | Second Amendment to LTIP | Exhibit 10.2 to March 2010 Form 8-K | ||
| 10(l-4) | Third Amendment to LTIP | Exhibit 10(q-4) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“March 2012 Form 10-Q”) | ||
| 10(l-5) | Fourth Amendment to LTIP | Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 | ||
| 10(l-6) | Form of Certificate Representing Stock Units issued under LTIP | Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”) | ||
| 10(l-7) | Fifth Amendment to LTIP | Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”) | ||
| 10(l-8) | Sixth Amendment to LTIP | Exhibit 10(l-8) to 2015 Form 10-K | ||
| 10(m) | Key Executive Incentive Bonus Plan, as amended and restated | Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013 | ||
| 10(n-1) | Amended and Restated 2010 Incentive Plan | Exhibit 10(q-1) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 | ||
| 10(n-2) | Form of Option Agreement under 2010 Incentive Plan between EMCOR and each non-employee director with respect to grant of options upon re-election at June 11, 2010 Annual Meeting of Stockholders | Exhibit 10(i)(i-2) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 | ||
| 10(n-3) | Form of Option Agreement under 2010 Incentive Plan, as amended, between EMCOR and each non-employee director electing to receive options as part of annual retainer | Exhibit 10(q)(q) to 2011 Form 10-K | ||
| 10(o) | EMCOR Group, Inc. Employee Stock Purchase Plan | Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008 | ||
| 10(p) | Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011 | Exhibit 10(n)(n) to 2011 Form 10-K | ||
| 10(q) | Amendment to Option Agreements | Exhibit 10(r)(r) to 2011 Form 10-K | ||
| 10(r) | Form of Non-LTIP Stock Unit Certificate | Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q | ||
| 10(s) | Form of Director Restricted Stock Unit Agreement | Exhibit 10(k)(k) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (“June 2012 Form 10-Q”) |
EXHIBIT INDEX
| Exhibit No. | Description | Incorporated By Reference to or Filed Herewith, as Indicated Below | ||
| 10(t) | Director Award Program, as Amended and Restated December 16, 2014 | Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014 | ||
| 10(u) | EMCOR Group, Inc. Voluntary Deferral Plan | Exhibit 10(e)(e) to 2012 Form 10-K | ||
| 10(v) | First Amendment to EMCOR Group, Inc. Voluntary Deferral Plan | Exhibit 10(e)(e) to 2013 Form 10-K | ||
| 10(w) | Form of Executive Restricted Stock Unit Agreement | Exhibit 10(f)(f) to 2012 Form 10-K | ||
| 10(y) | Executive Compensation Recoupment Policy | Exhibit 10(h)(h) to 2015 Form 10-K | ||
| 10(z) | Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A. Pompa | Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 | ||
| 11 | Computation of Basic EPS and Diluted EPS for the years ended December 31, 2019 and 2018 | Note 6 of the Notes to the Consolidated Financial Statements | ||
| 14 | Code of Ethics of EMCOR for Chief Executive Officer and Senior Financial Officers | Exhibit 14 to 2003 Form 10-K | ||
| 21 | List of Significant Subsidiaries | Filed herewith | ||
| 23.1 | Consent of Ernst & Young LLP | Filed herewith | ||
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J. Guzzi, the Chairman, President and Chief Executive Officer | Filed herewith | ||
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A. Pompa, the Executive Vice President, Chief Financial Officer and Treasurer | Filed herewith | ||
| 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer | Furnished | ||
| 32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President, Chief Financial Officer and Treasurer | Furnished | ||
| 95 | Information concerning mine safety violations or other regulatory matters | Filed herewith | ||
| 101 | The following materials from EMCOR Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements. | Filed |
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, upon request of the Securities and Exchange Commission, the Registrant hereby undertakes to furnish a copy of any unfiled instrument which defines the rights of holders of long-term debt of the Registrant’s subsidiaries.
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