-----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, Fu1o0BlfmucwO2LskG4m6I5Xh5czf4e6qfrTD820CFFdReNtOJ1kPboeNDBo3wdv a6RrJS3B3I9Xh6/uYl7x3Q== 0000950134-03-014759.txt : 20031110 0000950134-03-014759.hdr.sgml : 20031110 20031110165250 ACCESSION NUMBER: 0000950134-03-014759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031110 ITEM INFORMATION: FILED AS OF DATE: 20031110 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: 03988939 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 d10430e8vk.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 NOVEMBER 10, 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) Item 12. Results of Operations and Financial Condition The registrant's earnings release for the first quarter of fiscal 2004, issued November 10, 2003, is attached hereto as Exhibit 99.1 and incorporated herein by reference. 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: November 10, 2003 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated November 10, 2003 announcing earnings for the first quarter ended September 30, 2003 (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). EX-99.1 3 d10430exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE PEERLESS MFG. CO. REPORTS FIRST QUARTER FISCAL YEAR 2004 RESULTS Dallas, Texas - November 10, 2003 -- Peerless Mfg. Co. (the "Company"), (Nasdaq: PMFG), today reported its operating results for the first quarter ended September 30, 2003. The Company reported first quarter revenues from continuing operations of approximately $16.8 million, an increase of approximately $3.5 million, or 26.3%, compared to revenues from continuing operations of approximately $13.3 million for the first quarter of fiscal 2003. The higher revenues were primarily due to an increase in revenues from the Environmental Systems business unit. The Company recorded net earnings from continuing operations of approximately $740,000, or $.24 per diluted share for the quarter, compared to a net loss from continuing operations of approximately $1.1 million, or $.35 per diluted share for the comparable period last year. Earnings from discontinued operations during the period were $65,000, or $.02 per diluted share, compared to a loss of $288,000, or $.10 per diluted share for the same period last year. Net earnings for the period were approximately $805,000, or $.26 per diluted share, compared to a net loss of approximately $1.3 million, or $.45 per diluted share for the same period last year. Mr. Sherrill Stone, Chairman and Chief Executive Officer of the Company, stated, "We are extremely pleased with the results of our first quarter. The excellent results during this quarter follow the strong results achieved by the Company during the fourth quarter of fiscal year 2003. We believe that we are beginning to see the positive operational impact of our restructuring initiatives undertaken during the last fiscal year. We continue to be encouraged by the relative stability of our backlog, which was $38 million at September 30, 2003. We are also encouraged by a recent increase in the number of inquiries for our nuclear, marine and environmental products. We do however continue to operate in a challenging market environment, and as such may experience softness in our revenues from quarter-to-quarter. During the quarter, we also sold our boiler operations. While the net gain on the sale added only $.03 to our diluted share earnings, we believe the real long-term benefit will arise from our focus on our core operational units: Environmental Systems and Separation & Filtration Systems." 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 INFORMATION (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SEPTEMBER 30, 2003 2002 -------- -------- OPERATING RESULTS Continuing Operations Revenues $ 16,807 $ 13,276 Cost of goods sold 12,001 10,003 -------- -------- Gross profit 4,806 3,273 Operating expenses 3,655 4,926 -------- -------- Operating income (loss) 1,151 (1,653) Other expense 30 22 Income tax expense (benefit) 381 (620) -------- -------- Net earnings (loss) from continuing operations 740 (1,055) Earnings (loss) from discontinued operations, (including gain on disposal of $140 and $0 in 2003 and 2002, respectively), net of taxes 65 (288) -------- -------- Net earnings (loss) $ 805 $ (1,343) ======== ======== EARNINGS (LOSS) PER SHARE Basic - continuing operations $ 0.25 $ (0.35) Basic - discontinued operations 0.02 (0.10) -------- -------- $ 0.27 $ (0.45) ======== ======== Diluted - continuing operations $ 0.24 $ (0.35) Diluted - discontinued operations 0.02 (0.10) -------- -------- $ 0.26 $ (0.45) ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING Basic 2,999 2,992 Diluted 3,037 2,992
SEPTEMBER 30, JUNE 30, 2003 2003 -------- -------- CONDENSED BALANCE SHEET INFORMATION Current assets Continuing Operations $ 39,112 $ 35,252 Discontinued Operations 2,264 2,760 -------- -------- Total $ 41,376 $ 38,012 ======== ======== Total Assets Continuing Operations $ 43,449 $ 39,762 Discontinued Operations 2,292 2,790 -------- -------- Total $ 45,741 $ 42,552 ======== ======== Current Liabilities Continuing Operations $ 22,008 $ 19,377 Discontinued Operations 583 864 -------- -------- Total $ 22,591 $ 20,241 ======== ======== Shareholders' equity $ 23,150 $ 22,311 ======== ========
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