-----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, NSZ4VeyrTnjRsFM8XTH+zGQQ5UucSCPx4tQEsOmy0zb8PLMn8o0GREoSD37BODFO FcREOMm5/h9M2ru95SvpSg== 0000950134-03-012888.txt : 20030919 0000950134-03-012888.hdr.sgml : 20030919 20030919095039 ACCESSION NUMBER: 0000950134-03-012888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030918 ITEM INFORMATION: FILED AS OF DATE: 20030919 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: 03901956 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 d09137e8vk.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 SEPTEMBER 18, 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 12. Results of Operations and Financial Condition Attached, as Exhibit 99.1, is the registrant's earnings release for the fourth quarter of fiscal 2003 and for the year then ended, issued September 18, 2003. This release shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, or the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in such filing. 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: September 19, 2003 2 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 99.1 Press release dated September 18, 2003 announcing earnings for the quarter ended June 30, 2003 and for the year then ended (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and not deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended).
3 EX-99.1 3 d09137exv99w1.txt PRESS RELEASE EXHIBIT 99.1 (PEERLESS MFG. CO. LOGO) FOR IMMEDIATE RELEASE PEERLESS MFG. CO. REPORTS FISCAL YEAR ENDED JUNE 30, 2003 RESULTS Dallas, Texas - September 18, 2003 -- Peerless Mfg. Co., (Nasdaq: PMFG), today reported its operating results for the fiscal fourth quarter and year ended June 30, 2003. The Company reported fourth quarter revenues of approximately $20.4 million, a decrease of $8.4 million, or 29% percent, compared to approximately $28.8 million for the fourth quarter of fiscal 2002. The lower revenues were 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 income of approximately $1.4 million, or $.45 per diluted share for the fourth quarter, compared to net income of approximately $1.5 million, or $.48 per diluted share for the comparable period in fiscal 2002. Included in the operational results, for the quarter, was a $475,000 gain on the sale of property, which contributed approximately $.10 to our net earnings per diluted share. The Company reported revenues of approximately $69.1 million for fiscal 2003, compared to approximately $109.5 million for fiscal 2002. For the year, the Company recorded a net loss of approximately $400,000, or $.13 per diluted share, compared to net income of approximately $4.4 million, or $1.43 per diluted share for fiscal 2002. Mr. Sherrill Stone, Chairman and Chief Executive Officer of Peerless, stated, "We are extremely pleased with the results of our fourth quarter. We believe that the initiatives undertaken during fiscal year 2003 are beginning to have a positive impact on our operational performance. While our revenues were lower in the fourth quarter of 2003, our operational performance improved as a percentage of sales, and was only slightly lower on an earnings per share basis. In light of the challenging market conditions, we are also encouraged by the relative stability of our backlog, which has increased by approximately $4 million to $40 million at June 30, 2003 compared to $36 million at June 30, 2002." 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. CONDENSED FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE DATA) OPERATING RESULTS
THREE MONTHS ENDED TWELVE MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ------------- ------------- ------------- ------------- Revenues $ 20,410 $ 28,816 $ 69,170 $ 109,456 Cost of revenue 14,745 19,762 52,514 78,531 ------------- ------------- ------------- ------------- Gross margin 5,665 9,054 16,656 30,925 Operating expenses 4,297 7,103 18,148 24,657 ------------- ------------- ------------- ------------- Operating income (loss) 1,368 1,951 (1,492) 6,268 Other income (expense) 683 181 774 472 Taxes 686 646 (339) 2,351 ------------- ------------- ------------- ------------- Net income (loss) $ 1,365 $ 1,486 $ (379) $ 4,389 ============= ============= ============= ============= Basic and diluted earnings (loss) per share Basic $ 0.46 $ 0.49 $ (.13) $ 1.47 Diluted $ 0.45 $ 0.48 $ (.13) $ 1.43 Weighted average shares outstanding Basic 2,999 2,985 2,996 2,978 Diluted 3,034 3,054 2,996 3,080
CONDENSED BALANCE SHEET INFORMATION
JUNE 30, 2003 JUNE 30, 2002 ------------- ------------- Current assets $ 38,012 $ 41,746 Total assets $ 42,552 $ 46,506 Total current liabilities $ 20,241 $ 23,991 Long-term liabilities $ -- $ -- Shareholders' equity $ 22,311 $ 22,515
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