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): July 28, 2022

EMCOR Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-8267	11-2125338
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)		301 Merritt Seven
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Norwalk,	Connecticut	06851-1092
(Address of Principal Executive Offices)		(Zip Code)		(203)	849-7800
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(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	EME	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2022, EMCOR Group, Inc. issued a press release disclosing results of operations for its fiscal 2022 second quarter ended June 30, 2022. 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 July 28, 2022 disclosing results of operations for its fiscal 2022 second quarter ended June 30, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 28, 2022	By:	/s/ ANTHONY J. GUZZI
		Anthony J. Guzzi
		Chairman, President and
		Chief Executive Officer

Document

	EXHIBIT 99.1
FOR:	EMCOR GROUP, INC.
News Release
CONTACT:	R. Kevin Matz<br>Executive Vice President<br>Shared Services<br>(203) 849-7938
	FTI Consulting, Inc.<br>Investors: Brad Newman<br>(212) 850-5646
EMCOR GROUP, INC. REPORTS SECOND QUARTER 2022 RESULTS
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- Record Quarterly Revenues of $2.71 billion, 11.1% Increase Year-over-Year -
- Record Quarterly Diluted EPS of $1.99 -
- Record Remaining Performance Obligations of $6.46 billion, 26.5% Increase Year-over-Year -
- Increases 2022 Revenue Guidance to approximately $10.8 billion, up from $10.4 – $10.7 billion -
- Updates 2022 Diluted EPS Guidance Range to $7.30 – $7.80 from $7.15 – $7.85 -
- Board Authorizes Additional $500 Million Share Repurchase Program -
- Board Approves Increase in Quarterly Dividend to $0.15 per share from $0.13 per share -

NORWALK, CONNECTICUT, July 28, 2022 - EMCOR Group, Inc. (NYSE: EME) today reported results for the second quarter ended June 30, 2022.

For the second quarter of 2022, net income was $100.7 million, or $1.99 per diluted share, compared to $97.4 million, or $1.78 per diluted share, for the second quarter of 2021. Revenues for the second quarter of 2022 totaled $2.71 billion, up 11.1% from the year ago period.

Operating income for the second quarter of 2022 was $137.6 million, or 5.1% of revenues. This compares to $133.4 million, or 5.5% of revenues, for the second quarter of 2021.

Selling, general and administrative expenses for the second quarter of 2022 totaled $245.4 million, or 9.1% of revenues, compared to $242.9 million, or 10.0% of revenues, for the second quarter of 2021.

The Company's income tax rate for the second quarter of 2022 was 26.5% compared to an income tax rate of 26.8% for the second quarter of 2021.

Remaining performance obligations as of June 30, 2022 were $6.46 billion compared to $5.11 billion as of June 30, 2021. Total remaining performance obligations grew $1.35 billion, or 26.5%, year-over-year.

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EMCOR Reports Second Quarter Results	Page 2

Tony Guzzi, Chairman, President and Chief Executive Officer of EMCOR, commented, “The Company posted another exceptional quarter, reflecting record quarterly revenues, up 11.1% year-over-year, 9.7% of which was organic, driven by double-digit growth across our U.S. Construction, U.S. Building Services and U.S. Industrial Services segments. Additionally, our continued focus on our customers and solid execution allowed us to deliver a healthy operating income margin of 5.1%, a strong sequential improvement from the first quarter of 2022. Finally, we continue to win in the marketplace, growing our remaining performance obligations to a record $6.46 billion, up 26.5% year-over-year.”

Mr. Guzzi added, “Our U.S. Construction segments delivered a strong second quarter, achieving combined 11.6% year-over-year top-line growth and operating income margin of 6.9%, driven by strong demand for our specialty contracting construction services across many market sectors. Our U.S. Building Services segment continued its momentum, posting its sixth consecutive quarter of double-digit revenue growth led by solid growth in our HVAC repair service and commercial site-based services division. While we continue to manage through supply chain challenges, partially impacting results in our U.S. Construction and U.S. Building Services segments, our scale, effective planning, and workforce scheduling positions us well to navigate the volatile operating environment heading into the back half of the year. Our U.S. Industrial Services segment is delivering as expected, with double-digit revenue growth resulting from extraordinarily high utilization rates from our downstream customers. Finally, our U.K. Building Services segment continues to deliver steady performance, generating operating margin of 5.6%, up 20 basis points year-over-year.”

Revenues for the first six months of 2022 totaled $5.30 billion, an increase of 11.8%, compared to $4.74 billion for the first six months of 2021. Net income for the first six months of 2022 was $174.1 million, or $3.36 per diluted share, compared to net income of $182.1 million, or $3.32 per diluted share, for the first six months of 2021.

Operating income for the first six months of 2022 was $237.6 million, representing an operating margin of 4.5%, compared to operating income of $250.4 million, representing an operating margin of 5.3%, for the first six months of 2021.

Selling, general and administrative expenses totaled $498.0 million, or 9.4% of revenues, for the first six months of 2022, compared to $467.0 million, or 9.8% of revenues, for the first six months of 2021.

Based on year-to-date performance, current operating conditions, and visibility into the remainder of the year, EMCOR is increasing its full-year 2022 revenue guidance to approximately $10.8 billion, an increase from the prior guidance range of $10.4 billion to $10.7 billion. The Company now also expects full-year 2022 diluted earnings per share in the range of $7.30 to $7.80 versus the prior guidance range of $7.15 to $7.85.

Mr. Guzzi concluded, “Heading into the back half of the year, we are pleased with our results to-date and are well positioned to build on our momentum despite ongoing supply chain challenges, potential COVID-related disruptions, and an uncertain macroenvironment. Our confidence is based on our expectations for strong project demand across key market sectors, favorable SG&A leverage, and a more normalized fall turnaround season for our U.S. Industrial Services segment. We also remain committed to pursuing a balanced approach to capital allocation, including maintaining a strong balance sheet, investing in organic growth and strategic acquisitions, and returning cash to shareholders through share repurchases and dividends.”

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EMCOR Reports Second Quarter Results	Page 3

Dividend Increase and Additional Share Repurchase Program

The Company today announced that its Board of Directors has approved an increase to the Company’s regular quarterly dividend to $0.15 per share from $0.13 per share. The Board expects to declare this cash dividend starting in the third quarter of 2022, payable on October 31, 2022 to stockholders of record as of October 18, 2022.

The Company also announced today that its Board of Directors has authorized a new share repurchase program for the Company to repurchase up to an additional $500 million of its outstanding common stock.

Mr. Guzzi said, “Our long-term confidence in our business, strong free cash flow, solid financial position, and commitment to our shareholders is reflected by this new share repurchase program and dividend increase. We are excited about the opportunities within our resilient and growing end markets and remain committed to creating long-term value for our shareholders.”

As of July 22, 2022, the Company had approximately $93.7 million remaining under previous share repurchase authorizations. The new share repurchase program will be funded from cash on hand, cash generated from operations, or borrowings under the Company’s revolving credit facility. The shares will be repurchased from time to time in the open market or through privately negotiated transactions at the Company’s discretion, subject to market conditions, and in accordance with applicable regulatory requirements. The repurchase program 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.

EMCOR Group, Inc. is a Fortune 500 leader in mechanical and electrical construction services, industrial and energy infrastructure and building services. This press release and other press releases may be viewed at the Company’s website at www.emcorgroup.com. EMCOR routinely posts information that may be important to investors in the “Investor Relations” section of our website at www.emcorgroup.com. Investors and potential investors are encouraged to consult the EMCOR website regularly for important information about EMCOR.

EMCOR Group's second quarter conference call will be available live via internet broadcast today, Thursday, July 28, at 10:30 AM Eastern Daylight Time. The live call may be accessed through the Company's website at www.emcorgroup.com.

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EMCOR Reports Second Quarter Results	Page 4

Forward Looking Statements:

This release contains certain forward-looking statements. Any such comments speak only as of July 28, 2022 and EMCOR assumes no obligation to update any such forward-looking statements, unless required by law. These forward-looking statements may include statements regarding anticipated future operating and financial performance, including financial guidance and projections underlying that guidance; the nature and impact of our remaining performance obligations; our ability to pursue acquisitions; our ability to return capital to shareholders; market opportunities; market growth prospects; customer trends; and our ability to maintain a strong safety record. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated (whether expressly or implied) by the forward-looking statements. Accordingly, these statements do not guarantee future performance or events. Applicable risks and uncertainties include, but are not limited to, adverse effects of general economic conditions; changes in interest rates; domestic and international political developments; changes in the specific markets for EMCOR’s services; adverse business conditions, including labor market tightness, productivity challenges, the nature and extent of supply chain disruptions impacting availability and pricing of materials, and inflationary trends more generally, including fluctuations in energy costs; the availability of adequate levels of surety bonding; increased competition; unfavorable developments in the mix of our business; and the continuing impact of the COVID-19 pandemic, including the nature, extent, and impact of future variant surges, as well as other health emergencies, and government orders and mandates related thereto, on our revenue and operations. Certain of the risk factors associated with EMCOR’s business are also discussed in Part I, Item 1A “Risk Factors,” of the Company’s 2021 Form 10-K, and in other reports filed from time to time with the Securities and Exchange Commission and available at www.sec.gov and www.emcorgroup.com. Such risk factors should be taken into account in evaluating any forward-looking statements.

Non-GAAP Measures:

This release may include certain financial measures that were not prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company uses these non-GAAP measures as key performance indicators for the purpose of evaluating performance internally. We also believe that these non-GAAP measures provide investors with useful information with respect to our ongoing operations. Any non-GAAP financial measures presented are not, and should not be viewed as, substitutes for financial measures required by GAAP, have no standardized meaning prescribed by GAAP, and may not be comparable to the calculation of similar measures of other companies.

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EMCOR GROUP, INC.

FINANCIAL HIGHLIGHTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share information)

(Unaudited)

	For the three months ended<br>June 30,				For the six months ended<br>June 30,
	2022		2021		2022		2021
Revenues	$	2,707,388	$	2,437,666	$	5,299,937	$	4,741,715
Cost of sales	2,324,380		2,061,387		4,564,374		4,024,363
Gross profit	383,008		376,279		735,563		717,352
Selling, general and administrative expenses	245,364		242,921		497,962		466,990
Operating income	137,644		133,358		237,601		250,362
Net periodic pension (cost) income	1,094		922		2,263		1,830
Interest expense, net	(1,751)		(1,316)		(3,040)		(2,679)
Income before income taxes	136,987		132,964		236,824		249,513
Income tax provision	36,323		35,616		62,774		67,220
Net income including noncontrolling interests	100,664		97,348		174,050		182,293
Net (loss) income attributable to noncontrolling interests	—		(2)		—		169
Net income attributable to EMCOR Group, Inc.	$	100,664	$	97,350	$	174,050	$	182,124
Basic earnings per common share	$	1.99	$	1.79	$	3.37	$	3.34
Diluted earnings per common share	$	1.99	$	1.78	$	3.36	$	3.32
Weighted average shares of common stock outstanding:
Basic	50,507,024		54,301,466		51,610,014		54,594,208
Diluted	50,711,770		54,587,813		51,814,164		54,856,759
Dividends declared per common share	$	0.13	$	0.13	$	0.26	$	0.26

EMCOR GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited) June 30, 2022		December 31,<br>2021
ASSETS
Current assets:
Cash and cash equivalents	$	262,370	$	821,345
Accounts receivable, net	2,439,594		2,204,519
Contract assets	264,764		230,143
Inventories	93,464		54,098
Prepaid expenses and other	65,348		80,889
Total current assets	3,125,540		3,390,994
Property, plant and equipment, net	155,411		152,066
Operating lease right-of-use assets	271,084		260,778
Goodwill	901,208		890,268
Identifiable intangible assets, net	577,284		589,365
Other assets	115,917		157,975
Total assets	$	5,146,444	$	5,441,446
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and finance lease liabilities	$	15,635	$	16,235
Accounts payable	722,924		734,275
Contract liabilities	925,733		788,134
Accrued payroll and benefits	439,319		490,867
Other accrued expenses and liabilities	236,908		274,406
Operating lease liabilities, current	62,416		57,814
Total current liabilities	2,402,935		2,361,731
Long-term debt and finance lease liabilities	245,004		245,450
Operating lease liabilities, long-term	227,719		220,836
Other long-term obligations	317,995		360,340
Total liabilities	3,193,653		3,188,357
Equity:
Total EMCOR Group, Inc. stockholders’ equity	1,952,089		2,252,387
Noncontrolling interests	702		702
Total equity	1,952,791		2,253,089
Total liabilities and equity	$	5,146,444	$	5,441,446

EMCOR GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2022 and 2021

(In thousands) (Unaudited)

	2022		2021
Cash flows - operating activities:
Net income including noncontrolling interests	$	174,050	$	182,293
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	23,106		24,110
Amortization of identifiable intangible assets	30,031		30,996
Non-cash share-based compensation expense	6,463		5,850
Other reconciling items	2,290		3,784
Changes in operating assets and liabilities, excluding the effect of businesses acquired	(254,791)		(254,005)
Net cash used in operating activities	(18,851)		(6,972)
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired	(26,614)		(55,846)
Proceeds from sale or disposal of property, plant and equipment	1,033		1,445
Purchases of property, plant and equipment	(27,747)		(16,734)
Distributions from unconsolidated entities	—		196
Net cash used in investing activities	(53,328)		(70,939)
Cash flows - financing activities:
Proceeds from revolving credit facility	100,000		—
Repayments of revolving credit facility	(100,000)		—
Repayments of finance lease liabilities	(1,889)		(2,228)
Dividends paid to stockholders	(13,619)		(14,236)
Repurchases of common stock	(454,317)		(138,030)
Taxes paid related to net share settlements of equity awards	(7,239)		(3,771)
Issuances of common stock under employee stock purchase plan	4,023		3,561
Payments for contingent consideration arrangements	(2,049)		(2,338)
Distributions to noncontrolling interests	—		(43)
Net cash used in financing activities	(475,090)		(157,085)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(11,757)		1,222
Decrease in cash, cash equivalents, and restricted cash	(559,026)		(233,774)
Cash, cash equivalents, and restricted cash at beginning of year (1)	822,568		903,562
Cash, cash equivalents, and restricted cash at end of period (2)	$	263,542	$	669,788

_________

(1)Includes $1.2 million and $0.7 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively.

(2)Includes $1.2 million and $0.9 million of restricted cash classified as “Prepaid expenses and other” in the Consolidated Balance Sheets as of June 30, 2022 and 2021, respectively.

EMCOR GROUP, INC.

SEGMENT INFORMATION

(In thousands) (Unaudited)

	For the three months ended<br>June 30,
	2022		2021
Revenues from unrelated entities:
United States electrical construction and facilities services	$	564,112	$	492,130
United States mechanical construction and facilities services	1,066,347		968,664
United States building services	677,847		611,835
United States industrial services	284,534		235,163
Total United States operations	2,592,840		2,307,792
United Kingdom building services	114,548		129,874
Total operations	$	2,707,388	$	2,437,666
	For the six months ended<br>June 30,
---	---	---	---	---
	2022		2021
Revenues from unrelated entities:
United States electrical construction and facilities services	$	1,086,142	$	951,525
United States mechanical construction and facilities services	2,066,817		1,883,165
United States building services	1,305,648		1,179,871
United States industrial services	595,285		470,545
Total United States operations	5,053,892		4,485,106
United Kingdom building services	246,045		256,609
Total operations	$	5,299,937	$	4,741,715

EMCOR GROUP, INC.

SEGMENT INFORMATION

(In thousands) (Unaudited)

	For the three months ended<br>June 30,
	2022		2021
Operating income (loss):
United States electrical construction and facilities services	$	35,095	$	43,012
United States mechanical construction and facilities services	76,945		76,724
United States building services	38,161		32,538
United States industrial services	6,458		(208)
Total United States operations	156,659		152,066
United Kingdom building services	6,415		7,047
Corporate administration	(25,430)		(25,755)
Total operations	137,644		133,358
Other items:
Net periodic pension (cost) income	1,094		922
Interest expense, net	(1,751)		(1,316)
Income before income taxes	$	136,987	$	132,964
	For the six months ended<br>June 30,
---	---	---	---	---
	2022		2021
Operating income (loss):
United States electrical construction and facilities services	$	55,088	$	83,264
United States mechanical construction and facilities services	135,619		139,900
United States building services	62,083		63,658
United States industrial services	19,716		(2,651)
Total United States operations	272,506		284,171
United Kingdom building services	17,003		16,458
Corporate administration	(51,908)		(50,267)
Total operations	237,601		250,362
Other items:
Net periodic pension (cost) income	2,263		1,830
Interest expense, net	(3,040)		(2,679)
Income before income taxes	$	236,824	$	249,513

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