-----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, GnwNQxDCqiVmL3C6ULL1qEv5GG4xE8kuvdvcGSEnYIzf/2VGNgaPWc0W9ORmKwTH fLv7gGyZ4+snAkV1M3FOEg== 0000950134-07-023013.txt : 20071106 0000950134-07-023013.hdr.sgml : 20071106 20071106170307 ACCESSION NUMBER: 0000950134-07-023013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 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: 001-33453 FILM NUMBER: 071218709 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 d51291e8vk.htm FORM 8-K e8vk
 

 
 
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
Date of report (Date of earliest event reported): November 6, 2007
PEERLESS MFG. CO.
(Exact Name Of Registrant As Specified In Charter)
         
Texas   001-33453   75-0724417
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254

(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 357-6181
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02. Results of Operations and Financial Condition.
     On November 6, 2007, Peerless Mfg. Co. issued a press release announcing results for the three months ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
         
Exhibit No.   Description
  99.1    
Peerless Mfg. Co. press release dated November 6, 2007 announcing its financial results for the three months ended September 30, 2007 (furnished pursuant to Item 2.02 of Form 8-K)

 


 

SIGNATURE
     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/ Henry G. Schopfer, III    
    Henry G. Schopfer, III   
    Chief Financial Officer   
 
Date: November 6, 2007

 

EX-99.1 2 d51291exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
FOR IMMEDIATE RELEASE
Peerless Mfg. Co. Reports First Quarter Fiscal Year 2008 Financial Results
Dallas, Texas November 6, 2007 — Peerless Mfg. Co. (the “Company”), (Nasdaq: PMFG), today reported its financial results for the three months ended September 30, 2007.
Revenues for the first quarter of fiscal year 2008 were $30.0 million, an increase of $15.4 million, or 105.1%, compared to revenues of $14.6 million for the first quarter of fiscal year 2007. The Company recorded net earnings for the first quarter of fiscal year 2008 of $3.4 million or $0.52 per diluted share, an increase of $2.9 million compared to net earnings of $451,000 or $0.07 per diluted share for the first quarter of fiscal year 2007.
The Environmental Systems segment revenues for the first quarter of fiscal year 2008 were $16.3 million, an increase of $11.7 million compared to revenues of $4.6 million for the first quarter of fiscal year 2007. The Environmental Systems segment operating income was $4.6 million for the first quarter of fiscal year 2008, an increase of $3.7 million, compared to an operating income of $932,000 for the first quarter of fiscal year 2007.
The Separation / Filtration Systems segment revenues for the first quarter of fiscal year 2008 were $13.7 million, an increase of $3.7 million compared to revenues of $10.0 million for the first quarter of fiscal year 2007. The Separation / Filtration Systems segment operating income was $2.2 million for the first quarter of fiscal year 2008, an increase of $1.3 million compared to an operating income of $908,000 for the first quarter of fiscal year 2007.
At September 30, 2007, the Company reported net assets of $37.0 million, working capital of $34.4 million and a current ratio of 1.88 to 1.0.
The Company’s backlog at September 30, 2007 was $83 million, compared to $97 million at June 30, 2007 and $34 million at September 30, 2006.
Mr. Peter Burlage, President and Chief Executive Officer, stated, “We are pleased to report significant increases in revenues and net earnings for the first quarter of fiscal year 2008 over the first quarter of last year. Both of our operating segments reported increases in revenues and operating income compared to the first quarter of last year. We anticipate that the demand for our environmental and separation products to remain strong over the foreseeable future as evident by our $83 million backlog at September 30, 2007. Both business segments are well positioned to serve the global demand for cleaner, safer and more efficient energy sources, especially natural gas. The Company’s financial position, liquidity and capital resources at September 30, 2007 are sufficient to meet our needs.”

 


 

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 within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, 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. You should not place undue reliance on these statements which only speak as of the date of this release. 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: 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 successfully; the quality of the Company’s plans and strategies; and the Company’s ability to execute its 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, including the information in Item1.A, “Risk Factors” of Part I to our Annual Report on Form 10-K for the fiscal year ended June 30, 2007. 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. 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. Peter J. Burlage, Chief Executive Officer
Mr. Henry G. Schopfer, Chief Financial Officer
Peerless Mfg. Co.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Phone: (214) 353-5545
Fax: (214) 351-4172
www.peerlessmfg.com

 


 

Peerless Mfg. Co.
Condensed Financial Information
(In thousands, except per share amounts)
                 
    Three months ended September 30,  
    2007     2006  
Operating Results
               
 
               
Revenues
  $ 30,018     $ 14,638  
Cost of goods sold
    19,633       10,243  
 
           
Gross profit
    10,385       4,395  
Operating expenses
    5,601       3,743  
 
           
Operating income
    4,784       652  
Other income
    427       43  
Income tax expense
    (1,825 )     (244 )
 
           
Net earnings
  $ 3,386     $ 451  
 
           
 
               
Earnings per share
               
Basic
  $ 0.53     $ 0.07  
Diluted
  $ 0.52     $ 0.07  
 
               
Weighted average shares outstanding
               
Basic
    6,402       6,256  
Diluted
    6,466       6,382  
                 
    September 30,     June 30,  
    2007     2007  
Condensed Balance Sheet Information
               
 
               
Current assets
  $ 73,306     $ 64,106  
Non current assets
    4,391       4,065  
 
           
Total assets
  $ 77,697     $ 68,171  
 
           
 
               
Current liabilities
  $ 38,925     $ 33,484  
Non current liabilities
    1,935       1,650  
Shareholders’ equity
    36,837       33,537  
 
           
Total liabilities and shareholders’ equity
  $ 77,697     $ 68,671  
 
           

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