-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VY6LpbRGCvruaILC/VStk2fk3lS+4CAsjhEBpNAGswgRwqSQoFEHBFlVADQlfGuC VfAofOPOpBKuXTbVrVHqJw== 0000950134-03-007926.txt : 20030514 0000950134-03-007926.hdr.sgml : 20030514 20030514154417 ACCESSION NUMBER: 0000950134-03-007926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEERLESS MANUFACTURING CO CENTRAL INDEX KEY: 0000076954 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 750724417 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05214 FILM NUMBER: 03698965 BUSINESS ADDRESS: STREET 1: 2819 WALNUT HILL LN CITY: DALLAS STATE: TX ZIP: 75229 BUSINESS PHONE: 2143576181 MAIL ADDRESS: STREET 1: P.O. BOX 540667 CITY: DALLAS STATE: TX ZIP: 75354 8-K 1 d05717e8vk.txt FORM 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 MAY 14, 2003 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): PEERLESS MFG. CO. (Exact name of registrant as specified in its charter) Texas 0-5214 75-0724417 - --------------------------------- ------------------- ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) ID Number) 2819 Walnut Hill Lane, Dallas, Texas 75229 - --------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: 214-357-6181 Not Applicable (Former name or former address, if changed since last report) 1 ITEM 7. EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated May 14, 2003 announcing earnings for the quarter ended March 31, 2003 (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended). ITEM 9. REGULATION FD DISCLOSURE The information in this report is being furnished (i) pursuant to Regulation FD, and (ii) pursuant to Item 12 Results of Operations and Financial Condition (in accordance with SEC interim guidance issued March 27, 2003 in SEC Release No. 33-8216). In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. On May 14, 2003, Peerless Mfg. Co., a Texas corporation (the "Company"), issued a press release announcing the Company's financial results for the quarter ended March 31, 2003. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. SIGNATURES 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. PEERLESS MFG. CO. By: /s/ RICHARD L. TRAVIS --------------------------- Richard L. Travis Chief Financial Officer Date: May 14, 2003 2 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 99.1 Press release dated May 14, 2003 announcing earnings for the quarter ended March 31, 2003 (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended).
3 EX-99.1 3 d05717exv99w1.txt PRESS RELEASE FOR IMMEDIATE RELEASE PEERLESS MFG. CO. REPORTS FISCAL YEAR 2003 THIRD QUARTER RESULTS Dallas, Texas -- May 14, 2003 -- Peerless Mfg. Co., (Nasdaq: PMFG), today announced its operating results for the third quarter of fiscal year 2003 ended March 31, 2003. The Company's third quarter revenues were $13.6 million, a decrease of $15.5 million, or 53.3 percent, compared to $29.1 million for the third quarter of fiscal 2002. The decrease in revenues was primarily due to a decrease in the demand for new power plant construction, a weak economic environment and delays and rescheduling of awarded projects. The Company recorded a net loss of $375,000 or $0.13 per basic and diluted share for the third quarter compared to net income of $1.19 million or $0.40 per basic share ($0.38 per diluted share) for the comparable period in fiscal 2002. Mr. Sherrill Stone, Chairman and Chief Executive Officer of Peerless, stated, "The $375,000 loss experienced for the quarter was due to lower overall revenue and in particular lower revenue from our Selective Catalytic Reduction ("SCR") Systems business unit which is resulting from reduced new power plant construction and delays of existing projects. Given these trying market conditions, we are encouraged by the relative stability of our $46 million backlog which has increased by approximately $8 million since September 30, 2002." The Company also announced receipt of multiple orders for nuclear steam separation equipment to be used to upgrade various nuclear power plants in the U.S. and internationally. These orders exceed $2.5 million and are scheduled in Fiscal 2004. In addition, the Company recently announced the receipt of a multi-million dollar SCR retrofit order to be installed at a natural gas power plant located in the Houston, Texas region and an order for SCR components to reduce NOx at eight electric power generating units located in the state of Florida. About Peerless Mfg. Co. Peerless Mfg. Co. is engaged in the business of designing, engineering, manufacturing and selling highly specialized products used for the abatement of air pollution and products for the separation and filtration of contaminants from gases and liquids. The Company, headquartered in Dallas, Texas, markets its products worldwide. Safe Harbor Under The Private Securities Litigation Reform Act of 1995 Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words "anticipate," "preliminary," "expect," "believe," "intend" and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company include, but are not limited to: the growth rate of the Company's revenue and market share, the consummation of new, and the non-termination of, existing contracts; the Company's ability to effectively manage its business functions while growing its business in a rapidly changing environment, the Company's ability to adapt and expand its services in such an environment; the quality of the Company's plans and strategies; and the Company's ability to execute such plans and strategies. Other important information regarding factors that may affect the Company's future performance is included in the public reports that the Company files with the Securities and Exchange Commission. The Company undertakes no obligation to revise any forward-looking statements or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material. For Further Information Contact: Mr. Sherrill Stone, Chairman and Chief Executive Officer Mr. Richard L. Travis, Vice President and Chief Financial Officer Peerless Mfg. Co. 2819 Walnut Hill Lane Dallas, Texas 75229 Phone: (214) 353-5590 Fax: (214) 351-4172 www.peerlessmfg.com PEERLESS MFG. CO. UNAUDITED CONDENSED FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) OPERATING RESULTS
Three months ended Nine months ended March 31, March 31, 2003 2002 2003 2002 ---------- --------- --------- --------- Revenues $ 13,564 $ 29,087 $ 48,760 $ 80,640 Cost of goods sold 10,185 21,080 37,769 58,769 ---------- --------- --------- --------- Gross profit 3,379 8,007 10,991 21,871 Operating expenses 4,031 6,196 13,368 17,554 Restructuring expenses -- -- 483 -- ---------- --------- --------- --------- Operating income (loss) (652) 1,811 (2,860) 4,317 Other income 66 74 91 291 Tax expense (benefit) (211) 698 (1,025) 1,705 ---------- --------- --------- --------- Net earnings (loss) $ (375) $ 1,187 $ (1,744) $ 2,903 ========== ========= ========= ========= Basic and diluted earnings (loss) per share Basic $ (0.13) $ 0.40 $ (0.58) $ 0.98 Diluted $ (0.13) $ 0.38 $ (0.58) $ 0.94 Weighted average shares outstanding Basic 2,999 2,983 2,995 2,976 Diluted 2,999 3,086 2,995 3,088
BALANCE SHEET
March 31, June 30, 2003 2002 --------- ---------- Cash, cash equivalents and short-term investments $ 6,765 $ 1,693 Current assets $ 33,097 $ 41,746 Total assets $ 37,305 $ 46,506 Total current liabilities $ 16,448 $ 23,991 Long-term liabilities $ -- -- Shareholders' equity $ 20,857 $ 22,515
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