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8-K - FORM 8-K - PMFG, Inc. | c24381e8vk.htm |
Exhibit 99.1
IMMEDIATE RELEASE
PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2012 Financial Results
Dallas, Texas November 9, 2011 PMFG, Inc. (the Company) (NASDAQ: PMFG) today reported
financial results for the first quarter ended October 1, 2011.
First Quarter Fiscal Year 2012 Compared to First Quarter Fiscal Year 2011
Revenue in the first quarter of fiscal 2012 increased $2.1 million or 7.9% to $29.1 million largely
from increased sales of pressure products projects. Revenue in the quarter was negatively impacted
by customer-requested delays in shipment dates which will move the project revenue and profit
margin to future quarters in fiscal year 2012.
While gross profit was unchanged at $8.7 million compared to the prior year, the gross margin
declined as a percent of revenue from 32.4% to 29.9%. Gross profit was impacted by the mix of
projects in the quarter, as well as the continued competitive pricing pressure noted within the
United States.
Operating expenses increased $1.1 million or 12.2% compared to the prior year on higher employee
and director-related costs, professional fees, and increased costs related to foreign offices.
Operating expenses in the first quarter were in line with the immediately preceding quarter.
Flat gross profit and higher operating expenses contributed to a loss from operations of $1.1
million in the quarter compared to a loss of $44,000 in the prior year.
Interest expense declined 51.7% in the quarter to $0.4 million on lower average balances
outstanding. Foreign exchange loss increased $0.5 million this quarter compared to a $0.1 million
gain last year as a result of negative movements in the Canadian dollar and Euro in relation to the
United States dollar. Convertible redeemable preferred shares issued in September 2009 were
voluntarily converted to common stock in fiscal 2011. As such, there was no impact of the change in
the fair value of the derivative liability in the first quarter of fiscal 2012 compared to a $5.4
million loss in the prior year.
Net loss attributable to PMFG, Inc. common stockholders was $1.2 million, or $0.07 per diluted
share in the first quarter compared to a loss of $6.4 million or
$0.43 per diluted share in the
prior year. On a non-GAAP basis net loss attributable to PMFG common shareholders in the prior year
was $0.9 million or $0.06 per diluted share. Calculations of non-GAAP results are shown in the
tables accompanying this release.
Reporting Segments
Process Products segment revenue increased $2.1 million or 9.7% to $24.2 million compared to
$22.1 million in the prior year. Operating income increased $0.2 million or 5.6% to $3.4 million
compared to $3.2 million in the prior year. The increase in operating income is attributed
primarily to an increase in revenue this quarter compared to the prior year.
Environmental segment revenue was essentially unchanged at $4.9 million compared to the prior year.
Operating income decreased $0.4 million to $0.5 million compared to $0.9 million in the prior year.
The decline in operating income is attributed primarily to a decline in gross profit.
Financial Condition and Cash Flows
At October 1, 2011, the Company reported $21.8 million of cash and cash equivalents, including $5.7
million of cash and cash equivalents which is restricted as security for outstanding letters of
credit, $11.9 million of debt, total assets of $139.7 million, net working capital, excluding the
current portion of long-term debt, of $45.3 million, and a current ratio of 2.3 to 1.0. The
backlog at October 1, 2011 was $86 million compared to $89 million at July 2, 2011.
At October 1, 2011, cash and cash equivalents increased $2.3 million compared to $19.5 million at
July 2, 2011. Cash flows include $4.3 million provided by operating activities, $1.0 million
provided by investing activities, ($0.6) million used in financing activities and ($1.5) million
effect of exchange rate changes on cash.
Peter J. Burlage, Chief Executive Officer
Mr. Burlage stated In the first quarter, we delivered revenue growth of 7.9% largely driven by
strength in our Process Products segment. Our Environmental segment continues to experience
headwinds as the North American power market continues to exhibit variable demand trends. We
expect to see a continuation of challenging conditions through at least the first half of fiscal
2012 with modest revenue growth and lower than historical gross profit margins. Looking ahead,
quote activity improved as we progressed through the first quarter and customer activity point to
increased backlog later in the fiscal year. However, we believe that due to the length of the
manufacturing cycle, the anticipated increase in backlog will be more indicative of fiscal 2013
revenue rather than project revenue to be recognized in fiscal 2012.
Subsequent to the end of the quarter, we completed the acquisition of Burgess-Manning GmbH. Prior
to the acquisition, Burgess-Manning GmbH held an exclusive license throughout Germany and
surrounding countries to design, manufacture, and market custom engineered systems and products
under the Burgess-Manning trademark. The acquisition, which is expected to be accretive to fiscal
2012, will increase the Companys ability to serve customers located within the territories
previously included under the license agreement.
Conference Call
Peter Burlage, Chief Executive Officer, and Ron McCrummen, Chief Financial Officer, will discuss
the Companys financial results for the first quarter ended October 1, 2011 and the outlook for
future periods, during a conference call scheduled for Wednesday, November 9 at 10:00 a.m. ET.
Stockholders and other interested parties may participate in the conference call by dialing +1 800
299 6183 (domestic) or +1 617 801 9713 (international) and entering access code 29236920, a few
minutes before 10:00 a.m. ET on November 9, 2011. The call also will be broadcast live on the
Internet at www.streetevents.com, www.fulldisclosure.com and www.peerlessmfg.com.
A replay of the conference call will be accessible two hours after its completion through November
16, 2011 by dialing +1 888 286 8010 (domestic) or +1 617 801 6888 (international) and entering
access code 24427736. The call also will be archived for 30 days at www.streetevents.com,
www.fulldisclosure.com and www.peerlessmfg.com.
About PMFG
We are a leading provider of custom engineered systems and products designed to help ensure that
the delivery of energy is safe, efficient and clean. We primarily serve the markets for power
generation, natural gas infrastructure and petrochemical processing. Headquartered in Dallas,
Texas, we market our systems and 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 to be materially different from those 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 these 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 to differ materially from the anticipated results expressed
in these forward-looking statements. The risks and uncertainties that may affect the Companys
results include the growth rate of the Companys revenue and market share; the receipt of new, and
the non-termination of existing, contracts; the Companys ability to effectively manage its
business functions while growing its business in a rapidly changing environment; the Companys
ability to achieve financial and nonfinancial covenants and requirements of our debt agreements;
the Companys ability to adapt and expand its services in such an environment; the quality of the
Companys plans and strategies; and the Companys ability to execute such plans and strategies.
Other important information regarding factors that may affect the Companys future performance is
included in the public reports that the Company files with the Securities and Exchange Commission,
including the information under Item 1A. Risk Factors in our Annual Report on Form 10-K for the
fiscal year ended July 2, 2011. The Company undertakes no obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of this release, or to
reflect the occurrence of other events. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this release. 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. Ronald L. McCrummen, Chief Financial Officer
PMFG, Inc.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Phone: (214) 353-5545
Fax: (214) 351-4172
www.peerlessmfg.com
Mr. Ronald L. McCrummen, Chief Financial Officer
PMFG, Inc.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Phone: (214) 353-5545
Fax: (214) 351-4172
www.peerlessmfg.com
or
Kevin McGrath
Cameron Associates
(212) 245-4577
Kevin@cameronassoc.com
Cameron Associates
(212) 245-4577
Kevin@cameronassoc.com
PMFG, Inc.
Condensed Financial Information
(In thousands, except per share amounts)
Condensed Financial Information
(In thousands, except per share amounts)
Three Months Ended October 1, | Three Months Ended October 2, | |||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Operating Results | GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
Revenues |
$ | 29,088 | $ | | $ | 29,088 | $ | 26,961 | $ | | $ | 26,961 | ||||||||||||
Cost of goods sold |
20,380 | | 20,380 | 18,220 | | 18,220 | ||||||||||||||||||
Gross profit |
8,708 | | 8,708 | 8,741 | | 8,741 | ||||||||||||||||||
Operating expenses |
9,855 | | 9,855 | 8,785 | | 8,785 | ||||||||||||||||||
Operating loss |
(1,147 | ) | | (1,147 | ) | (44 | ) | | (44 | ) | ||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest income |
10 | | 10 | 14 | | 14 | ||||||||||||||||||
Interest expense |
(427 | ) | | (427 | ) | (884 | ) | | (884 | ) | ||||||||||||||
Foreign exchange gain (loss) |
(458 | ) | | (458 | ) | 67 | | 67 | ||||||||||||||||
Change in fair value of derivative liability |
| | | (5,434 | ) | 5,434 | | |||||||||||||||||
Other income (expense), net |
21 | | 21 | | | | ||||||||||||||||||
Loss before income taxes |
(2,001 | ) | | (2,001 | ) | (6,281 | ) | 5,434 | (847 | ) | ||||||||||||||
Income tax benefit |
831 | | 831 | 318 | | 318 | ||||||||||||||||||
Net earnings (loss) |
(1,170 | ) | | (1,170 | ) | (5,963 | ) | 5,434 | (529 | ) | ||||||||||||||
Less net earnings (loss) attributable to
noncontrolling interest |
(19 | ) | | (19 | ) | 75 | | 75 | ||||||||||||||||
Net earnings (loss) attributible to PMFG |
$ | (1,151 | ) | $ | | $ | (1,151 | ) | $ | (6,038 | ) | $ | 5,434 | $ | (604 | ) | ||||||||
Dividends on preferred stock |
| | | (319 | ) | | (319 | ) | ||||||||||||||||
Income (loss) applicable to PMFG common stockholders |
$ | (1,151 | ) | $ | | $ | (1,151 | ) | $ | (6,357 | ) | $ | 5,434 | $ | (923 | ) | ||||||||
Basic earnings per share |
$ | (0.07 | ) | $ | | $ | (0.07 | ) | $ | (0.43 | ) | $ | 0.37 | $ | (0.06 | ) | ||||||||
Diluted earnings per share |
$ | (0.07 | ) | $ | | $ | (0.07 | ) | $ | (0.43 | ) | $ | 0.37 | $ | (0.06 | ) | ||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||
Basic |
17,670 | 17,670 | 17,670 | 14,844 | 14,844 | 14,844 | ||||||||||||||||||
Diluted |
17,670 | 17,670 | 17,670 | 14,844 | 14,844 | 14,844 |
October 1, | July 2, | |||||||
Condensed Balance Sheet Information | 2011 | 2011 | ||||||
Current assets |
$ | 80,163 | $ | 81,139 | ||||
Non-current assets |
59,516 | 59,570 | ||||||
Total assets |
$ | 139,679 | $ | 140,709 | ||||
Current liabilities |
$ | 37,500 | $ | 37,231 | ||||
Long term debt |
9,321 | 9,971 | ||||||
Other non current liabilities |
8,452 | 8,466 | ||||||
Total equity |
84,406 | 85,041 | ||||||
Total liabilities and equity |
$ | 139,679 | $ | 140,709 | ||||
STATEMENT REGARDING NON-GAAP RESULTS
PMFG, Inc. has provided a reconciliation of non-GAAP measures in order to provide the users of this
financial information with a better understanding of the impact on our financial results resulting
from the issuance of preferred stock and related fair value adjustment to the derivative liability
in fiscal 2011. Management believes that excluding this item from the Companys financial results
provides investors with a clearer perspective of the current underlying operating performance of
the Company, a clearer comparison between results in different periods and greater transparency
regarding supplemental information used by management in its financial and operational decision
making. These non-GAAP measures are not measurements under accounting principles generally accepted
in the United States. These measures should be considered in addition to, but not as a substitute
for, the information contained in our financial statements prepared in accordance with GAAP.