-----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, B2vQPhC/VH8AIcI1n+UayVZHY6MNVtOSndFaZHZhyvvu197sBJhqWxTsEgkVhr6l M85zcfu8+5aGI5uz684D6g== 0001135428-03-000274.txt : 20030502 0001135428-03-000274.hdr.sgml : 20030502 20030502145529 ACCESSION NUMBER: 0001135428-03-000274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030501 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN ENGINEERING & MANUFACTURING CORP CENTRAL INDEX KEY: 0000077106 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 230951065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05356 FILM NUMBER: 03679402 BUSINESS ADDRESS: STREET 1: PO BOX 1000 CITY: DANBORO STATE: PA ZIP: 18916 BUSINESS PHONE: 2157668853 MAIL ADDRESS: STREET 1: P O BOX 1000 CITY: DANBORO STATE: PA ZIP: 18916 8-K 1 pe_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 1, 2003 ----------- Penn Engineering & Manufacturing Corp. -------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5356 23-0951065 - ---------------- --------------------------- ---------------- (State or other (Commission file number ) (IRS employer jurisdiction of identification no.) incorporation) P.O. Box 1000, Danboro, Pennsylvania 18916 - -------------------------------------- --------- (Address of principalexecutive offices) (Zip code) Registrant's telephone number, including area code: (215) 766-8853 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description 99.1 Press release issued by Penn Engineering & Manufacturing Corp. (the "Company") dated May 1, 2003 Item 12. Results of Operations and Financial Condition. On May 1, 2003, the Company issued a press release regarding the Company's financial results for its first quarter ended March 31, 2003. The press release is attached as Exhibit 99.1 to this Form 8-K Current Report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference in any filing under the Securities Act of 1933. 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. PENN ENGINEERING & MANUFACTURING CORP. Date: May 1, 2003 By: /s/ Kenneth A. Swanstrom ---------------------------- Kenneth A. Swanstrom, Chairman of the Board and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated May 1, 2003 issued by the Company. EX-99.1 3 ex-1.txt Contact: Investor Relations Department, Penn Engineering & Manufacturing Corp. Mark W. Simon, Senior Vice President Richard F. Davies, Treasurer (215) 766-3660 investor-relations@penn-eng.com Page 1 of 3 For Immediate Release PENNENGINEERING ANNOUNCES RESULTS FOR FIRST QUARTER 2003 AND DECLARES QUARTERLY CASH DIVIDEND OF SIX CENTS PER SHARE. Danboro, PA. May 1, 2003 - Penn Engineering & Manufacturing Corp. (NYSE: PNN, NYSE: PNNA), today announced first quarter 2003 earnings. In addition, the Board of Directors declared a quarterly cash dividend of 6 cents per share on both classes of stock outstanding. Sales and Earnings Net income for the quarter ended March 31, 2003 was $ 540,000 or $.03 per diluted share, on quarterly net sales of $44,814,000. For the comparable 2002 quarterly period, net income was $371,000 or $0.02 per diluted share, on net sales of $35,331,000. Operating income for the quarter ended March 31, 2003 was $1,078,000 compared to $835,000 for the comparable period in 2002. For the fastener segment, net sales and operating income for the first quarter of 2003 were $23,597,000 and $1,330,000 respectively, compared to net sales and operating income of $19,475,000 and $795,000 respectively, for the first quarter of 2002. For the motor segment, net sales and operating income were $9,951,000 and $531,000 respectively, for the quarter ended March 31, 2003 compared to net sales and operating income $7,541,000 and $323,000 respectively, in the comparable period in 2002. For the distribution segment, net sales and operating income for the first quarter of 2003 were $11,266,000 and $572,000 respectively, compared to net sales and operating income of $8,315,000 and $371,000 respectively for the comparable period in 2002. Cash Dividend Today the Board of Directors declared a quarterly cash dividend of 6 cents per share on both classes of common stock, payable June 16, 2003 to stockholders of record, June 2, 2003. A conference call to discuss our first quarter 2003 financials will be held Friday, May 2, 2003 at 10:30 AM Eastern Standard Time. The call in number is 800-450-0819. If you are unable to be with us on May 2, a replay will be available shortly following the call. Please dial 800-475-6701, access code 680854. A live webcast of the call will also be available on our Website at www.penn-eng.com. Page 2 of 3 Business Summary PennEngineering provides value-added solutions to leading worldwide computer, electronics, telecommunications, and automotive OEMs. Founded in 1942, PennEngineering is a global company headquartered in Danboro, Pennsylvania with manufacturing locations in North Carolina, Ohio, Pennsylvania, Galway, Ireland and Offenago, Italy, and distribution offices in the United States, England, Singapore, Mexico, and China and independent distribution facilities in more than 40 countries. More information about PennEngineering is available at www.penn-eng.com. Forward Looking Statement Information: Statements in this press release, other than statements of historical data, are considered forward looking statements under the Private Securities Litigation Act of 1995. These statements are subject to various risks and uncertainties that could cause actual results to differ from those contemplated in these statements. These factors are discussed in the Company's Securities and Exchange Commission filings. Page 3 of 3
PENN ENGINEERING & MANUFACTURING CORP. Income Statement & Balance Sheet Data Amounts in Thousands, Except Per Share Data (Unaudited) Three Months Ended March 31, 2003 March 31, 2002 Net Sales $44,814 $35,331 Cost of Goods Sold 32,240 24,023 ------- ------- Gross Profit 12,574 11,308 ------- ------- Selling Expenses 5,229 4,768 General & Administrative Expenses 6,267 5,705 ------- ------- Operating Profit 1,078 835 ------- ------- Other Income (Expenses) Interest income 47 16 Interest expense (307) (193) Other, net (126) (136) ------- ------- Total Other Income (Expense) (386) (313) ------- ------- Income Before Income Taxes 692 522 Provision for Income Taxes 152 151 ------- ------- Net Income $ 540 $ 371 ======= ======= Per Share Data: Basic Earnings $ 0.03 $ 0.02 Diluted Earnings $ 0.03 $ 0.02 Weighted Avg. Shares Outstanding Basic Shares 17,383,000 17,339,000 Stock Options 25,000 329,000 Average Shares Outstanding 17,408,000 17,668,000
(Unaudited) (Unaudited) 3/31/03 12/31/02 3/31/03 12/31/02 Cash & Short-term Investments $ 8,396 $ 21,160 Accounts Payable $ 7,485 $ 3,817 Accounts Receivable 34,592 25,373 Bank Debt 24,745 20,000 Inventories 57,422 56,458 Accrued Liabilities 9,561 6,732 Other Current Assets 3,526 3,580 Current Liabilities 41,791 30,549 Current Assets 103,936 106,571 Accrued Pension Costs 3,778 3,778 Net Property 96,879 86,669 Deferred Income taxes 7,458 7,435 Goodwill & Other Assets 35,982 31,739 Stockholders' Equity 183,770 183,217 Total Assets $236,797 $224,979 Total Liabilities & Stockholder's Equity $236,797 $ 224,979
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