8-K/AExhibits & Filings

EMCOR Group, Inc. 8-K/A Report, Exhibit Filing (Dec 4, 2007)

Filed December 4, 2007For Securities:EME

Summary

EMCOR Group, Inc. (EME) filed an amended Current Report (8-K/A) on December 4, 2007, to supplement its initial report from September 21, 2007, concerning the acquisition of FR X Ohmstede Acquisitions Co. ("Ohmstede"). This amendment's primary purpose is to include crucial financial statements and pro forma information related to the Ohmstede acquisition, which was completed on September 19, 2007, making Ohmstede a wholly-owned subsidiary. Investors should note that the financial statements of Ohmstede are presented with a "new basis of accounting" effective August 10, 2006, following a prior acquisition by First Reserve Fund X, L.P. This means the "Post-Acquisition Period" (August 10, 2006 - December 31, 2006) is not directly comparable to the "Pre-Acquisition Period" (January 1, 2006 - August 9, 2006). The amendment provides audited financials for these separate periods and unaudited interim financials as of June 30, 2007, along with pro forma combined financial statements reflecting the impact of the Ohmstede acquisition on EMCOR.

Key Highlights

  • 1EMCOR Group filed an 8-K/A on December 4, 2007, to provide supplemental financial information related to its acquisition of Ohmstede.
  • 2The acquisition of Ohmstede was completed on September 19, 2007, with Ohmstede becoming a wholly-owned subsidiary of EMCOR.
  • 3The amendment includes audited financial statements for Ohmstede for periods prior to and following a prior acquisition by First Reserve Fund X, L.P., highlighting a change in accounting basis on August 10, 2006.
  • 4Unaudited condensed consolidated financial statements for Ohmstede as of June 30, 2007, and for the six months ended June 30, 2007 and 2006, are provided.
  • 5Unaudited pro forma combined financial statements are included, reflecting the combined financial impact of the Ohmstede acquisition on EMCOR for the six months ended June 30, 2007, and the year ended December 31, 2006.
  • 6The filing provides necessary details for investors to assess the financial implications of the Ohmstede acquisition, although direct comparability of Ohmstede's historical periods is limited.

Frequently Asked Questions

This amended 8-K filing (8-K/A) is primarily to provide the necessary financial statements and pro forma financial information related to EMCOR's acquisition of FR X Ohmstede Acquisitions Co., which was initially reported in an earlier 8-K filing. This supplemental information is required to give investors a complete picture of the acquisition's financial impact.

Ohmstede underwent a change in ownership on August 10, 2006, when First Reserve Fund X, L.P. acquired it. This change in control triggered a requirement to establish a new basis of accounting for its assets and liabilities as of that date. Consequently, financial periods before and after this date are not directly comparable.

This amendment includes audited consolidated financial statements for Ohmstede (HNT Holdings Inc. and Subsidiaries) for the period January 1, 2006, to August 9, 2006 (Pre-Acquisition), and for FR X Ohmstede Acquisitions Co. and Subsidiaries from August 10, 2006, to December 31, 2006 (Post-Acquisition), along with its December 31, 2006 balance sheet. It also includes unaudited interim financial statements as of and for the six months ended June 30, 2007 and 2006, and unaudited pro forma combined financial statements reflecting the acquisition's impact on EMCOR.

The acquisition of all outstanding capital stock of FR X Ohmstede Acquisitions Co. by EMCOR Group, Inc. was completed on September 19, 2007.