v3.26.1
Acquisitions and Dispositions Of Businesses
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisitions Of Businesses Acquisitions and Dispositions 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 upon the estimated fair value of such assets and liabilities at the dates of their respective acquisition by us.
During the first half of 2026, we acquired four companies for upfront consideration of $99.8 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) two companies in the Western region of the United States that have been included in our United States mechanical construction and facilities services segment, including: (i) a provider of mechanical and sheet metal fabrication services, and (ii) a commercial and industrial HVAC contractor, (b) an electrical contractor in the Midwestern region of the United States that has been included in our United States electrical construction and facilities services segment, and (c) a company that has been included in our United States building services segment, which provides building automation and controls solutions in the Southeastern region of the United States. In connection with these acquisitions, we acquired working capital of $13.5 million and other net assets of $2.7 million and have preliminarily ascribed $45.3 million to goodwill and $38.3 million to identifiable intangible assets.
On February 3, 2025, we completed the acquisition of Miller Electric Company (“Miller Electric”), a leading electrical contractor that operates predominantly across the Southeastern United States. Under the terms of the transaction, we acquired 100% of Miller Electric's capital stock for total cash consideration of $876.8 million, inclusive of working capital and other customary adjustments. This acquisition complements our existing electrical construction capabilities in high-growth end markets and expands our geographic presence. The results of operations of Miller Electric have been included within our United States electrical construction and facilities services segment. In connection with this acquisition, we incurred $9.4 million of transaction related costs during the first quarter of 2025. These expenses were included in "Selling, general and administrative expenses" in the accompanying Consolidated Statement of Operations.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Assets:
Cash and cash equivalents$18,394 
Accounts receivable
222,355 
Contract assets23,120 
Inventories329 
Prepaid expenses and other7,284 
Property, plant, and equipment10,462 
Operating lease right-of-use assets30,345 
Goodwill (1)
326,776 
Identifiable intangible assets475,000 
Other assets302 
Total assets acquired$1,114,367 
 _________________________
(1)Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired and represents the projected future economic benefits from this strategic acquisition.
Liabilities:
Accounts payable$68,147 
Contract liabilities104,595 
Accrued payroll and benefits9,838 
Other accrued expenses and liabilities22,746 
Operating lease liabilities, current2,573 
Operating lease liabilities, long-term27,771 
Other long-term obligations991 
Total liabilities assumed236,661 
Noncontrolling interests
934 
Net assets acquired
$876,772 
NOTE 4 - Acquisitions and Dispositions of Businesses (Continued)
The following table summarizes the estimated fair values of identifiable intangible assets (in thousands) and their estimated useful lives (in years). Refer to Note 8 - Fair Value Measurements of the notes to consolidated financial statements for additional information on the valuation methodologies utilized to determine fair value.
Miller Electric
Estimated
Fair Value
 Estimated
Useful Life
Customer relationships$280,000 16.0
Contract backlog40,000 1.5
Total intangible assets subject to amortization320,000 14.2
Trade name155,000 Indefinite
Total identifiable intangible assets$475,000 
In addition to Miller Electric, during calendar year 2025, we acquired nine companies, for upfront consideration of $182.3 million, inclusive of customary working capital adjustments. These acquisitions are comprised of: (a) five companies that have been included in our United States mechanical construction and facilities services segment, including: (i) two companies in the Midwestern region of the United States that provide building automation controls and solutions to commercial, institutional, and industrial customers, (ii) a company that adds capabilities to our national fire protection offerings, (iii) a provider of mechanical construction and maintenance services in the Western region of the United States, and (iv) a full service mechanical contractor in the Northeast region of the United States, and (b) four companies that have been included in our United States building services segment, which enhance our building automation and controls or energy efficiency offerings. In connection with these acquisitions, we acquired working capital of $2.0 million and other net assets of $8.2 million and have preliminarily ascribed $67.4 million to goodwill and $104.7 million to identifiable intangible assets.
We expect that all of the goodwill and identifiable intangible assets acquired in connection with these acquisitions will be deductible for tax purposes. The purchase price allocations for the businesses acquired in 2026 and one of the businesses acquired in 2025 are preliminary and subject to change during their respective measurement periods as we finalize asset valuations and certain tax matters, among other items. The finalization of these items may result in changes in the valuation of assets acquired or liabilities assumed. The purchase price allocations for the other businesses acquired in 2025 have been finalized during their respective measurement periods with an insignificant impact.
Dispositions of Businesses
On December 1, 2025, we completed the sale of EMCOR UK. Given the size of EMCOR UK, this transaction did not represent a strategic shift that had a major effect on the Company’s operations and financial results and, therefore, is not presented as discontinued operations.