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PMFG, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

June 13, 2014



Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported by PMFG, Inc. ("PMFG" or the "Company") on a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2014, Peerless Mfg. Co. ("Peerless"), a wholly owned subsidiary of PMFG, entered into an asset purchase agreement, dated as of March 18, 2014 (the "Agreement"), with Combustion Components Associates, Inc. ("CCA") and R. Gifford Broderick, the sole shareholder of CCA (collectively with CCA, the "Seller").

On March 28, 2014, Peerless completed the acquisition of substantially all of the assets of CCA other than cash and the stock of a CCA subsidiary pursuant to the Agreement. This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by PMFG on April 3, 2014, to provide the following under Item 9.01:

Audited financial statements of CCA as of and for the fiscal year ended November 30, 2014 Unaudited financial statements of CCA as of February 28, 2014 and for the three months ended February 28, 2014 and 2013 Unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 29, 2013 reflecting the acquisition of CCA Unaudited pro forma condensed consolidated statement of operations for the nine months ended March 29, 2014 reflecting the acquisition of CCA



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired



Audited financial statements of CCA as of and for the fiscal year ended November 30, 2013, and the unaudited financial statements of CCA as of February 28, 2014 and for the three months ended February 28, 2014 and 2013 are filed as exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information



Unaudited pro forma condensed consolidated statements of operations of the Company for the fiscal year ended June 29, 2013 and the unaudited pro forma condensed consolidated statements of operations of the Company for the nine months ended March 29, 2014 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

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(d) Exhibits

2.1 Asset Purchase Agreement, dated March 18, 2014, by and among Combustion Components Associates, Inc., R. Gifford Broderick and Peerless Mfg. Co. (incorporated by reference to 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2014) 23.1 Consent of Grant Thornton LLP 99.1 Historical financial statements of CCA 99.2 Unaudited pro forma condensed consolidated statements of operations of PMFG, Inc.



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Source: Edgar Glimpses


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