8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2011

EMCOR Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8267	11-2125338
(Commission File Number)	(I.R.S. Employer Identification No.)

301 Merritt Seven, Norwalk, CT	06851-1092
(Address of Principal Executive Offices)	(Zip Code)

(203) 849-7800

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2011, EMCOR Group, Inc. issued a press release disclosing results of operations for its fiscal 2011 first quarter ended March 31, 2011. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item. 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit Number	Description
99.1	Press Release issued by EMCOR Group, Inc. on April 28, 2011 disclosing results of operations for its fiscal 2011 first quarter ended March 31, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EMCOR Group, Inc.
Dated: April 29, 2011	By:	/s/ ANTHONY J. GUZZI
		Anthony J. Guzzi
		President and
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1 

FOR:	EMCOR GROUP, INC.
CONTACT:	R. Kevin Matz Executive Vice President Shared Services (203) 849-7938
	FD Investors: Eric Boyriven / Alexandra Tramont (212) 850-5600
	Linden Alschuler & Kaplan, Inc. Media: Lisa Linden / Mollie Fullington 212-575-4545 / 917-346-6123

EMCOR GROUP, INC. REPORTS FIRST QUARTER 2011 RESULTS

- Revenues Increase 8.3% to $1.31 Billion

- First Quarter Diluted Earnings Per Share of $0.36 -

- Backlog Increases 8.5% Year Over Year to $3.57 Billion -

NORWALK, CONNECTICUT, April 28, 2011 – EMCOR Group, Inc. (NYSE: EME) today reported results for the first quarter ended March 31, 2011.

Net income for the first quarter of 2011 increased 12.7% to $24.6 million, or $0.36 per diluted share, from $21.8 million, or $0.32 per diluted share, in the first quarter of 2010.  Revenues for the first quarter of 2011 were $1.31 billion, an 8.3% increase over revenues of $1.21 billion in the 2010 first quarter.  Organic growth in the quarter was 2.9%.

For the first quarter of 2011, operating income was $42.3 million, or 3.2% of revenues, and includes restructuring expenses of $1.0 million.  Operating income for the first quarter of 2010 was $42.3 million, or 3.5% of revenues.  Selling, general and administrative expenses (SG&A) decreased $3.1 million to $119.7 million, or 9.1% of revenues, in the first quarter of 2011, compared to $122.8 million, or 10.1% of revenues, in the first quarter of 2010.

Backlog as of March 31, 2011 was $3.57 billion, compared to backlog of $3.42 billion at the end of the fourth quarter of 2010 and $3.29 billion at March 31, 2010.  The Company’s backlog reflects the contributions of acquired companies, as well as continued improvement in demand across most of the Company’s sectors.  The Company’s current backlog represents the highest quarterly backlog level since the first quarter of 2009 and continues the recent trend where the organic book-to-bill ratio was at least 1.0.

Tony Guzzi, President and Chief Executive Officer of EMCOR Group, commented, “The 2011 first quarter was a solid start to the year.  We executed well in a challenging environment and the result was solid financial performance.”

 – MORE –

 EMCOR Reports First Quarter Results  Page 2

Mr. Guzzi continued, “Our results for the quarter were driven by superior performance of our large construction projects, as well as a recovery in demand for our services in the refinery sector.  We also continue to benefit from our expense control efforts, as SG&A declined on both a relative and absolute basis despite the increase in expense from acquisitions.  These factors more than offset conditions in the markets for our small project work that remain challenging as a result of keen competitive pricing.  On balance, however, the Company is performing largely as we expected it would at this point in the cycle.”

Mr. Guzzi concluded, “As we look ahead to the rest of 2011, we continue to see some benefit from pre-recessionary projects and the Company remains positioned to leverage opportunities for growth as our markets continue to recover.  The growth in demand from the refining sector has continued and, more broadly, we are increasing our backlog as customers have begun to gradually put their capital to work in many of the market sectors we serve.  However, the economy remains uncertain in which all macroeconomic factors are still not positively aligned and may affect the timing and pace of a recovery thus impacting demand for our services.  Overall, we are very pleased with our positioning and progress to date and look forward to continued execution across all of our businesses, and we believe our reduced cost structure will serve us well as markets improve.”

The Company noted that, based on the current size and mix of its backlog and assuming a continuation of existing market conditions, it continues to expect to generate revenues in 2011 of approximately $5.3 - $5.5 billion, and diluted earnings per share for 2011 of $1.45 to $1.85.

EMCOR Group, Inc. is a Fortune 500â worldwide leader in mechanical and electrical construction services, energy infrastructure and facilities services.  This press release and other press releases may be viewed at the Company’s Web site at www.emcorgroup.com.

EMCOR Group’s first quarter conference call will be available live via internet broadcast today, Thursday, April 28, at 10:30 AM Eastern Daylight Time.  You can access the live call through the Home Page of the Company’s Web site at www.emcorgroup.com.

This release may contain certain forward-looking statements within the meaning of the Private Securities Reform Act of 1995.  Any such comments are based upon information available to EMCOR management and its perception thereof, as of this date, and EMCOR assumes no obligation to update any such forward-looking statements.  These forward-looking statements may include statements regarding market opportunities, market share growth, gross profit, backlog mix, projects with varying profit margins, and selling, general and administrative expenses.  These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Accordingly these statements are no guarantee of future performance.  Such risk and uncertainties include, but are not limited to, adverse effects of general economic conditions, changes in the political environment, changes in the specific markets for EMCOR’s services, adverse business conditions, availability of adequate levels of surety bonding, increased competition, unfavorable labor productivity and mix of business.  Certain of the risks and factors associated with EMCOR’s business are also discussed in the Company’s 2010 Form 10-K, its Form 10-Q for the first quarter ended March 31, 2011, and in other reports filed from time to time with the Securities and Exchange Commission.  All these risks and factors should be taken into account in evaluating any forward-looking statements.

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EMCOR GROUP, INC.

FINANCIAL HIGHLIGHTS

(In thousands, except share and per share information)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	(Unaudited) For the Three Months Ended March 31,
	2011		2010
Revenues	$	1,312,231	$	1,212,212
Cost of sales		1,149,261		1,047,096
Gross profit		162,970		165,116
Selling, general and administrative expenses		119,671		122,797
Restructuring expenses		961		—
Operating income		42,338		42,319
Interest expense, net		2,184		2,391
Income before income taxes		40,154		39,928
Income tax provision		14,778		17,511
Net income including noncontrolling interests		25,376		22,417
Less: Net income attributable to noncontrolling interests		782		600
Net income attributable to EMCOR Group, Inc.	$	24,594	$	21,817
Basic earnings per common share:
Net income attributable to EMCOR Group, Inc. common stockholders	$	0.37	$	0.33
Diluted earnings per common share:
Net income attributable to EMCOR Group, Inc. common stockholders	$	0.36	$	0.32
Weighted average shares of common stock outstanding:
Basic		66,808,867		66,316,105
Diluted		68,581,276		67,898,224

EMCOR GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited) March 31, 2011		Dec. 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	631,984	$	710,836
Accounts receivable, net		1,103,195		1,090,927
Costs and estimated earnings in excel of billings on uncompleted contracts		111,858		88,253
Inventories		38,035		32,778
Prepaid expenses and other		56,799		57,373
Total current assets		1,941,871		1,980,167
Investments, notes and other long-term receivables		5,767		6,211
Property, plant & equipment, net		88,549		88,615
Goodwill		426,688		406,804
Identifiable intangible assets, net		259,401		245,089
Other assets		27,737		28,656
Total assets	$	2,750,013	$	2,755,542
LIABILITIES AND EQUITY
Current liabilities
Borrowings under revolving credit facility	$	—	$	—
Current maturities of long-term debt and capital lease obligations		478		489
Accounts payable		392,524		416,715
Billings in excess of costs and estimated earnings on uncompleted contracts		458,405		456,690
Accrued payroll and benefits		164,141		192,407
Other accrued expenses and liabilities		171,906		166,398
Total current liabilities		1,187,454		1,232,699
Borrowings under revolving credit facility		150,000		150,000
Long-term debt and capital lease obligations		1,426		1,184
Other long-term obligations		217,623		208,814
Total liabilities		1,556,503		1,592,697
Equity:
Total EMCOR Group, Inc. stockholders’ equity		1,182,826		1,152,943
Noncontrolling interests		10,684		9,902
Total equity		1,193,510		1,162,845
Total liabilities and equity	$	2,750,013	$	2,755,542